Zalaris

Share Issue/Capital Change • Jun 19, 2014

Zalaris ASA- Bookbuilding successfully completed - Offer shares priced at NOK 23 per offer share

Zalaris ASA- Bookbuilding successfully completed - Offer shares priced at NOK 23 per offer share

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

STOCK EXCHANGE NOTICE

Zalaris ASA- Bookbuilding successfully completed -

Offer shares priced at NOK 23 per offer share

Oslo, 19 June 2014: Zalaris ASA ("Zalaris" or "the

Company") announces the successful completion of the

bookbuilding period for the initial public offering

(the "Offering") of the shares in the Company.

In summary:

- The Company will issue 2,173,913 new shares with

gross proceeds of NOK 50 million in connection with

the Offering. There will be 19,124,263 shares in

issue following the issuance of the new shares.

- Existing shareholders will sell 5,930,887 secondary

shares in the Offering.

- The managers have over-allotted 1,215,720 shares,

representing approximately 15.0% of the number of

offer shares sold and issued in the Offering before

over-allotment, and exercised their option to borrow

a corresponding number of shares from certain of the

existing shareholders for the purpose of covering the

over-allotment.

- The offer shares are priced at NOK 23 per offer

share. Investors in the retail offering will receive

a discount of NOK 1,500 on the aggregate amount

payable for the shares allocated to such investors.

- The offer price of NOK 23 per offer share implies a

market capitalisation of the Company of approximately

NOK 440 million.

- Trading in the shares on Oslo Børs will commence on

20 June 2014.

- Approx. 92.0% of the offer shares in the Offering

were allocated to investors in the institutional

offering and approx. 8.0% of the offer shares were

allocated to investors in the retail offering.

Following the Offering, the Company is expected to

have approx. 650 shareholders.

Notifications of allocated offer shares and the

corresponding amount to be paid by investors are

expected to be communicated to the investors on or

about 19 June 2014. Investors having access to

investor services through their VPS account manager

will be able to check the number of offer shares

allocated to them from approximately 08:00 hours

(CET) on 19 June 2014. The managers may also be

contacted for information regarding allocation.

Certain of the existing shareholders have granted the

managers an over-allotment option, exercisable by ABG

Sundal Collier Norge ASA as stabilisation manager

within 30 days from the first day of listing to cover

over-allotments or other short positions in

connection with the Offering. A separate disclosure

will be issued by the stabilisation manager regarding

the over-allotment and stabilisation activities.

The following primary insiders have sold shares in

the Offering:

- Nordic Capital Partners IV AS (represented at

the board by Narve Reiten)

(Shares sold: 4,267,715, total shareholding following

Offering: 4,267,715 (22.4% of the shares and votes))

- Norwegian Retail AS (controlled by CEO Hans-

Petter Mellerud)

(Shares sold: 1,303,493, total shareholding following

Offering: 3,041,482 (15.9% of the shares and votes))

- Lars Laier Henriksen (Chairman)

(Shares sold: 36,112, total shareholding following

Offering: 36,113 (0.2% of the shares and votes))

- Nina Stemshaug (CFO)

(Shares sold: 2,375, total shareholding following

Offering: 2,375 (0.01% of the shares and votes))

- Peter Thomas Gogstad (Vice President HR

Business Consulting) (personally and through his

holding company Westerland AS)

(Shares sold: 149,608, total shareholding following

Offering: 149,607 (0.8% of the shares and votes))

ABG Sundal Collier Norge ASA and Nordea Markets are

acting as joint lead managers and bookrunners in

connection with the listing and the Offering.

Contact persons:

Hans-Petter Mellerud (CEO)

Phone: +47 928 97 276

Email: hans-petter.mellerud@zalaris.com

Narve Reiten (Board member)

Phone: +47 924 33 320

Email: nr@reitenco.no

About Zalaris

Zalaris excels in delivering comprehensive cloud-

based HR and payroll services. The company is

certified as an SAP Business Process Outsourcing

(BPO) Partner and is a leading SAP Human Capital

Management (HCM) and SuccessFactors consulting

partner. Founded in 2000, Zalaris today operates in

Denmark, Estonia, Finland, India, Latvia, Lithuania,

Norway, Poland and Sweden, including local-language

service centers with extensive expertise in HR-

related laws and regulations. Learn more at

www.zalaris.com.

Important information:

These materials are not an offer for sale of

securities.

Copies of this announcement are not being made and

may not be distributed or sent into the United

States, Canada, Australia, Hong Kong, Japan or any

other jurisdiction in which such distribution would

be unlawful or would require registration or other

measures.

The securities have not been registered under the

U.S. Securities Act of 1933, as amended

(the "Securities Act"), and may not be offered or

sold in the United States absent registration or an

exemption from the registration requirements of the

Securities Act. The Company does not intend to

register any part of the offering in the United

States or to conduct a public offering of securities

in the United States.

Any offering of securities will be made by means of a

prospectus that may be obtained from the issuer or

the joint lead managers and that will contain

detailed information about the company and

management, as well as financial statements. This

document is an announcement and not a prospectus for

the purposes of Directive 2003/71/EC (together with

any applicable implementing measures in any Member

State, the "Prospectus Directive"). Investors should

not subscribe for any securities referred to in this

document except on the basis of information contained

in the prospectus.

In any EEA Member State other than Norway that has

implemented the Prospectus Directive, this

communication is only addressed to and is only

directed at qualified investors in that Member State

within the meaning of the Prospectus Directive, i.e.,

only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

This communication is only being distributed to and

is only directed at (i) persons who are outside the

United Kingdom or (ii) to investment professionals

falling within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion)

Order 2005 (the "Order") or (iii) above together

being referred to as "relevant persons"). The

securities are only available to, and any invitation,

offer or agreement to subscribe, purchase or

otherwise acquire such securities will be engaged in

only with, relevant persons. Any person who is not a

relevant person should not act or rely on this

document or any of its contents.

Matters discussed in this release may constitute

forward-looking statements. Forward-looking

statements are statements that are not historical

facts and may be identified by words such

as "believe," "expect," "anticipate," "intends," "esti

mate," "will," "may," "continue," "should" and

similar expressions. The forward-looking statements

in this release are based upon various assumptions,

many of which are based, in turn, upon further

assumptions. Although the Company believes that these

assumptions were reasonable when made, these

assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies

and other important factors which are difficult or

impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies and other

important factors could cause actual events to differ

materially from the expectations expressed or implied

in this release by such forward-looking statements.

The information, opinions and forward-looking

statements contained in this release speak only as at

its date, and are subject to change without notice.