Zalaris ASA: Reminder of expiry of recommended mandatory offer to shareholders tomorrow at 16:30

13 Jul 2026 08:23 CEST

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Zalaris ASA: Reminder of expiry of recommended mandatory offer to shareholders
tomorrow at 16:30

Reference is made to the stock exchange announcement made by Zalaris ASA (the
"Company") on 15 June 2026, where it was announced that the Financial
Supervisory Authority of Norway had approved an offer document for the mandatory
offer (the "Offer") by Kona BidCo AS (the "Offeror") to acquire all of the
issued and outstanding shares in the Company (the "Shares") not already owned by
the Offeror at an offer price of NOK 100 per share, pursuant to an offer
document dated 15 June 2026 (the "Offer Document".

The offer price represents the Offeror’s best and final offer to the
shareholders of the Company and will not be increased.

Shareholders are hereby reminded that the offer period for the Offer expires at
16:30 CEST, tomorrow, 14 July 2026. The Offeror will not extend the offer period
beyond this date.

As previously announced, the Offeror intends to apply for a delisting of the
Shares from Euronext Oslo Børs following completion of the Offer, and on 11
August 2026 an extraordinary general meeting will be held in the Company to
approve to apply for delisting.

Shareholders wishing to accept the Offer must, prior to expiry of the offer
period and in accordance with the procedures set out in the Offer Document, duly
complete and return the acceptance form which is included in the Offer Document.
Shareholders with BankID may accept the Offer by submitting the electronic
acceptance form available via the webpage set out below.

The Offer may only be accepted on the basis of the Offer Document. The full
terms and conditions of the Offer, including procedures for how to accept the
Offer, are set out in the Offer Document.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the following webpage: https://www.arctic.com/offerings.

Contacts

Hans-Petter Mellerud, CEO
Tel: +47 928 97 276
E-mail: hans-petter.mellerud@zalaris.com

Gunnar Manum, CFO
Tel: +47 951 79 190
E-mail: gunnar.manum@zalaris.com

Norvestor and the Offeror

Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory
Tel.: +47 93 03 28 46
Email: fgy@norvestor.com

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer are governed by Norwegian law and carried
out in conformity with the requirements of Norwegian law. The Offer and the
distribution of this announcement and other information in connection with the
Offer may be restricted by law in certain jurisdictions. The Offer Document and
related acceptance forms will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where it is prohibited by applicable
law, including, without limitation Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa and South Korea, or any other jurisdiction in which it
would be unlawful. The Offeror does not assume any responsibility in the event
there is a violation by any person of such restrictions. Persons in the United
States should review “Notice to U.S. Holders” below. Persons who access this
announcement or such other information are required to inform themselves about
and to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) are advised that the
Shares are not listed on a U.S. securities exchange and that the Company is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission
thereunder.

The Offer is made to U.S. Holders on the same terms and conditions as those made
to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, is being disseminated to U.S. Holders in
English on a basis comparable to the method that such documents are provided to
the Company's other shareholders to whom the Offer is made. The Offer is made by
the Offeror and no one else. U.S. Holders are encouraged to consult with their
own advisors regarding the Offer.

The Offer is made for the issued and outstanding Shares of the Company, a
company incorporated under Norwegian law, and is subject to Norwegian disclosure
and procedural requirements, which are different from those of the United
States. The Offer will be made to U.S. Holders as a "Tier I" tender offer as
provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the
extent applicable and subject to any available exemptions, and otherwise in
compliance with the disclosure and procedural requirements of Norwegian law,
including with respect to the Offer timetable, settlement procedures and timing
of payments, which may be different from requirements or customary practices in
relation to tender offers for U.S. domestic issuers that are subject to the more
fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.

To the extent information about such purchases or arrangements to purchase is
made public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisor to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court's judgment.

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