Zalaris

Prospectus • Jun 5, 2014

Approved prospectus - Initial Public Offering

Approved prospectus - Initial Public Offering

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

Approved prospectus - Initial Public Offering

Oslo, 5 June 2014: Reference is made to the stock

exchange notice of 5 June 2014 regarding the initial

public offering (the "Offering") of shares in Zalaris

ASA ("Zalaris" or "the Company").

The Financial Supervisory Authority of Norway has

today approved the prospectus dated 5 June 2014 that

has been prepared in connection with the Offering and

the listing of the Company's shares on the Oslo Stock

Exchange, alternatively Oslo Axess.

The Offering consists of an offer of new shares to

raise an amount of NOK 50 million by issuance of up

to 2,500,000 new shares by the Company and an offer

of minimum 4,637,583 and maximum 6,195,489 secondary

shares by the selling shareholders.

The bookbuilding period for the institutional

offering is expected to take place from 9:00 a.m. CET

on 9 June to 4:30 p.m. CET on 18 June 2014 and the

application period for the retail offering will

commence at 9:00 a.m. CET on 9 June 2014 and expire

at 12:00 noon CET on 18 June 2014, subject to

shortening or extension.

The prospectus will, subject to regulatory

restrictions in certain jurisdictions, be available

at www.abgsc.no and www.nordea.no/zalaris from 6 June

2014. Hard copies of the prospectus may also be

obtained free of charge from the same date by

contacting the Company or one of the managers.

ABG Sundal Collier Norge ASA and Nordea Markets are

acting as joint lead managers and bookrunners in

connection with the listing and the Offering.

This information is subject to the disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.

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.