Agreement with Norvestor on recommended voluntary cash tender offer of NOK 100 per share to the shareholders of Zalaris ASA

13 Mar 2026 07:00 CET

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Oslo, 13 March 2026

The board of directors of Zalaris ASA (the “Company”), and Kona BidCo AS (the
“Offeror”), a newly established acquisition vehicle indirectly owned by
Norvestor IX SCSp (“Norvestor IX”), are pleased to announce that they today have
reached an agreement on the terms of a recommended voluntary cash tender offer
to acquire all issued and outstanding shares (the “Shares”) in the Company
except for Shares owned by the Rollover Shareholders (as defined below) and the
Company pursuant to the terms and conditions of a transaction agreement (the
“Transaction Agreement”) entered into on the date hereof (the “Offer”).

As further set out below, the Offer is launched by the Offeror in collaboration
with the corporate management shareholders of the Company, including Hans-Petter
Mellerud (founder and CEO of the Company through his holding company Norwegian
Retail AS), Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and
Hilde Karlsmyr (together, the “Rollover Shareholders”), through an investment
and cooperation agreement (the “Investment Agreement”) with the Offeror. The
Offeror will following completion of the Offer be owned by Norvestor IX and the
Rollover Shareholders.

A cash consideration of NOK 100 (the “Offer Price”) will be offered for each
Share, representing an aggregate equity purchase price for the entire issued and
outstanding share capital of the Company of approximately NOK 2.2 billion. The
Offer Price represents a premium of 40.1% compared to the closing trading price
for the Shares on Euronext Oslo Børs on 12 March 2026 and 31.9% compared to the
30-day VWAP.

“The Board is pleased to have reached this agreement, which recognizes the value
created within Zalaris and represents an attractive outcome for shareholders.
Zalaris has built a strong position as a leading provider of payroll and HCM
solutions across Europe, and we are confident the company is well positioned to
continue its development together with Norvestor and the existing management
team. Norvestor brings relevant experience and financial resources that will
support and accelerate Zalaris’s continued development and growth. We are proud
of what the management team and employees have built, and we are confident that
Zalaris under the ownership of Norvestor is well positioned for its next phase
under new ownership,” said Adele Norman Pran, Zalaris Chairperson.

“Two years ago we launched a strategic review to find the right partner to
accelerate Zalaris’ growth and strengthen our multi country payroll and HR
offering. Teaming up with Norvestor, we can move faster and invest with a
longer term focus – accelerate our investment in AI to drive further automation
and deliver more customer centric solutions,” said Hans-Petter Mellerud, CEO and
founder of Zalaris.

“We are excited about the opportunity to partner with Zalaris and its management
team. Having followed the company over many years, we are impressed by the
position Zalaris has built as a leading provider of mission-critical payroll and
HR solutions, combining robust operational delivery with a scalable technology
platform. We look forward to supporting the management team in accelerating
Zalaris' growth as a privately owned company - expanding its international
footprint and continuing to invest in technology and automation to strengthen
its market position and customer offering,” said Fredrik Gyllenhammar Raaum –
Partner at Norvestor.

The Company's board of directors (the “Board”) has unanimously resolved to
recommend the shareholders of the Company to accept the Offer. The Board has, as
part of the basis for its considerations, obtained a fairness opinion on the
Offer from ABG Sundal Collier, which concludes that the Offer is fair from a
financial point of view.

Shareholders who own 3,782,647 Shares in aggregate, representing approximately
17.1% of the issued and outstanding Shares (17.4% adjusted for the Company’s
holding of own Shares) as at the date of this announcement, have undertaken to
accept the Offer (the “Pre-Acceptances”). Shareholders who have given
Pre-Acceptances include among others all members of the board of directors of
the Company and shareholders represented on the board.

In total, 6,840,307 Shares have been committed to be transferred to the Offeror
pursuant to the Investment Agreement and the Pre-Acceptances, representing
approximately 30.9% of the issued and outstanding Shares (31.4% adjusted for the
Company’s holding of own Shares) as at the date of this announcement.

Key terms of the Offer

The Company's shareholders will be offered NOK 100 per Share in cash (i.e. the
Offer Price). The total value of the Offer is approximately NOK 2.2 billion,
based on the number of issued and outstanding Shares as at the date of this
announcement.

The formal and complete details of the Offer, including all terms and conditions
thereof, will be included in an offer document for the Offer (the “Offer
Document”) to be sent to the Company's shareholders with known addresses in
jurisdictions who may lawfully accept the Offer following review and approval by
the Financial Supervisory Authority of Norway (“NFSA”) pursuant to Chapter 6 of
the Norwegian Securities Trading Act. The Offer Document is expected to be
approved by the NFSA in time for the acceptance period of the Offer to commence
medio April. The Offer may only be accepted on the basis of the Offer Document.

The launch of the Offer is subject to customary conditions being satisfied,
including that the Pre-Acceptances remain valid and in full force and effect,
the final approval of the Offer Document has been received from the NFSA, that
no Material Adverse Change (as defined in the Transaction Agreement) has
occurred, no material breach of the Transaction Agreement by the Company which
would make the Offeror entitled to terminate the Transaction Agreement and that
the Board's recommendation of the Offer is not withdrawn, qualified or amended,
in each case as further detailed in the Transaction Agreement. Conditions for
completion of the Offer are set out below.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Rollover and pre-acceptances

The Rollover Shareholders, Hans-Petter Mellerud (through his holding company
Norwegian Retail AS), Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E.
Schiørn and Hilde Karlsmyr have entered the Investment Agreement with the
Offeror whereby the Rollover Shareholders have, subject to certain conditions,
agreed to, outside of the Offer, (i) transfer 1,899,225 Shares to the Offeror
against the issuance of shares in the Offeror's indirect parent company, Kona
TopCo AS, at the Offer Price and (ii) sell, outside the Offer, 1,158,435 Shares
to the Offeror for cash at the Offer Price. In aggregate 3,057,660 Shares,
representing approximately 13.8% of the issued and outstanding Shares (14.0 %
adjusted for the Company’s holding of own Shares) as at the date of this
announcement, have been committed pursuant to the Investment Agreement.

Further, shareholders who own 3,782,647 Shares, representing approximately 17.1%
of the issued and outstanding Shares (17.4% adjusted for the Company’s holding
of own Shares) as at the date of this announcement, have entered into separate
Pre-Acceptances, whereby they have undertaken to tender their shares into the
Offer. As part of the Pre-Acceptances, the pre-accepting shareholders have
agreed to customary non-solicit covenants, including not to solicit alternative
offers for the Shares or otherwise take any action that would delay, prevent or
frustrate the Offer.

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived,
in whole or in part, by the Offeror:

- shareholders of the Company representing more than 90% of the issued and
outstanding share capital and voting rights of the Company on a fully diluted
basis (as defined in the Offer Document) having validly accepted the Offer;

- the Board not having amended, qualified, modified or withdrawn its unanimous
recommendation of the Offer;

- all regulatory approvals having been obtained or waived and any applicable
waiting periods having expired or lapsed, in each case on terms satisfactory to
the Offeror;

- the Company having conducted its business in the ordinary course of business
in all material respects;

- no court or governmental or regulatory authority of any competent
jurisdiction, or other third party, having taken or threatened to take any form
of legal action that would restrain or prohibit the consummation of the Offer,
or impose certain conditions as set forth in the Offer Document;

- no Material Adverse Change (as defined in the Offer Document) having occurred
between the date of the Transaction Agreement and until settlement of the Offer;


- no material breach by the Company of the Transaction Agreement having
occurred, and the Company not having terminated the Transaction Agreement.

Barring unforeseen circumstances or extensions of the acceptance period of the
Offer, it is currently expected that the Offer will be completed in May 2026,
assuming the prior satisfaction or waiver of all conditions for completion of
the Offer.

Transaction Agreement

Pursuant to the Transaction Agreement, the Board has agreed to not amend, modify
or withdraw its recommendation of the Offer, unless an unsolicited bona fide
superior competing offer from a third party is made, and the Board determines
(acting in good faith and after consultation with its financial and legal
advisors and taking into account all financial, regulatory and other relevant
terms and conditions of the relevant offer), that the competing offer is more
favourable to the Company's shareholders (provided that such offer has not been
received in breach of the Company's non-solicitation undertakings in the
Transaction Agreement), and the Offeror has not matched such superior competing
offer.

As part of the Transaction Agreement, the Company has also accepted certain
undertakings and covenants to the Offeror until the Offer is completed, lapses
or is withdrawn, including that the Company shall not propose or distribute any
dividends. The Company has also agreed to customary non-solicit covenants and a
customary right to match any superior competing proposal in favour of the
Offeror.

The Board will not propose the dividend for 2025 communicated in the Company's
Q4 report.

If the Transaction Agreement is terminated by either the Offeror or the Company
because the Board has amended, modified, withdrawn its recommendation upon a
competing offer, or by the Offeror upon a material breach of the Transaction
Agreement by the Company, the Company is obliged to pay up to EUR 1 million to
the Offeror as compensation for the costs it has incurred in preparing the
Offer.

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Arctic
Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet
Thommessen AS is acting as legal advisor, while ABG Sundal Collier is acting as
financial advisor to the Company.

About the Company

Zalaris is a trusted global provider of cloud-based Payroll and Human Capital
Management (HCM) solutions, helping international organizations streamline HR
processes with efficiency, transparency, and regulatory compliance. With over
1,200 skilled #teamZalaris members across 18 countries, we support organizations
in more than 150 countries through one unified, cloud-based platform -
PeopleHub. Our mission is to simplify HR and payroll operations by offering
scalable solutions that reduce administrative complexity, ensure compliance, and
provide actionable insights. By enabling businesses to focus on their people, we
empower them to drive strategic growth and create long-term value. To learn
more, visit zalaris.com.

About the Offeror and Norvestor

The Offeror, Kona BidCo AS, is a Norwegian private limited liability company
with registration number 937 264 801. The Offeror is a newly established
acquisition vehicle for the purpose of the Offer, indirectly owned by Kona TopCo
AS, which in turn is owned by Norvestor IX, a fund advised by Norvestor Advisory
(“Norvestor”).

Norvestor Advisory is a leading private equity company focusing on mid-market
buyouts in the Nordic region. The team has worked together since 1991, making it
one of the most experienced private equity teams in the Nordics, having executed
101 investments with more than 660 add-on acquisitions, in addition to executing
67 exits, including 16 IPOs. The Norvestor funds seek to invest in growth
companies in the Nordic mid-market that have the potential to achieve a leading
Nordic or international position, typically through organic growth, acquisitions
across fragmented industries or by geographic expansion.

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

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Gunnar Manum on 13 March 2026 at the time set out
above.

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer will be 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. When published, 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, Japan, New
Zealand, South Africa and Hong Kong, 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 into who access this
announcement or such other information should come 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.

FORWARD-LOOKING STATEMENTS

This announcement, oral statements made regarding the acquisition contemplated
by the Transaction Agreement (the “Acquisition”) or the Offer, and other
information published by the Company, Norvestor or the Offeror, contain certain
information and statements that may constitute “forward-looking information” or
“forward-looking statements” under applicable securities legislation
("forward-looking statements"). Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
use of words such as "will", "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates", "aims", "targets" or "believes", or variations of, or
the negatives of, such words and phrases or state that certain actions, events
or results "may", "could", "would", "should", "might" or "will" be taken, occur
or be achieved. Inherent in forward-looking statements are risks, uncertainties
and other factors beyond the Company's, Norvestor's and/or the Offeror's ability
to predict or control.

All statements, other than statements of historical facts, included in this
press release that address future events, developments or performance are
forward-looking statements. Forward-looking statements include, among other
things, statements regarding the expected timing and scope of the Acquisition,
including timing for launch and completion of the Offer; expectations regarding
whether Offer will be launched or the Acquisition will be completed, including
whether any conditions to the launch of the Offer or the completion of the
Acquisition will be satisfied or waived; the anticipated timing for completion
of the Offer and the Acquisition; the expected effects of the Acquisition on the
Company or the Offeror; and other statements other than historical facts. Such
forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which the Company or
the Offeror may operate in the future.

Although the Company, Norvestor and the Offeror believe the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such forward-looking statements involve known and unknown risks,
uncertainties and other factors, most of which are beyond the control of such
parties, which may cause actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking statements.

If any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither the Company,
Norvestor, the Offeror, nor any member of their respective groups, nor any of
their respective members, associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given these risks and uncertainties, potential
investors should not place any reliance on forward-looking statements.

All of the forward-looking statements contained in this announcement are given
as of the date hereof and are based upon the opinions, estimates and information
available as at the date hereof. The Company, Norvestor and the Offeror disclaim
any intention or obligation to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. If one or more forward-looking statements is updated,
no inference should be drawn that additional updates with respect to those or
other forward-looking statements will be made. The foregoing list of risks and
uncertainties is not exhaustive. Readers should carefully consider the above
factors as well as the uncertainties they represent and the risks they entail.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share. Certain figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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 will be 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.

The Offer will be 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, will be 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 will be
made by the Offeror and no one else. U.S. Holders are encouraged to consult with
their own advisors regarding the Offer.

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.

More information:
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