Zalaris — AGM Information 2026

Jun 2, 2026

zalaris

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Zalaris ASA, reg. no. 981 953 134, (the "Company") will be held at Zalaris ASA, Hoffsveien 4, 0275 Oslo, Norway

24 June 2026 at 13:00 hours (CEST)

Shareholders are recommended to vote in advance through VPS, or submit proxy forms prior to the meeting to avoid physical attendance.

The Meeting will be opened by the Chairman of the Board.

The Board proposes the following agenda:

1. Election of the chairman for the meeting
   Proposed resolution:
   "The Annual General Meeting elects Adele Norman Pran to chair the meeting"

2. Approval of the notice of the agenda
   Proposed resolution:
   "The Annual General Meeting approves the notice and the agenda"

3. Election of person to co-sign the minutes
   Proposed resolution:
   "The Annual General Meeting elects Marius Hol to co-sign the minutes"

4. Approval of the annual accounts and the directors' report for the financial year 2025
   The annual accounts and the directors' report for Zalaris ASA for the financial year 2025, together with the auditor's report, are made available on the Company's website ir.zalaris.com, cf the Section 8 of the Articles of Association.

Proposed resolution:
"The Annual General Meeting approves the annual accounts and the Board of Directors' report for the financial year 2025 for Zalaris ASA."

1. Approval of auditor's fee for 2025
   Proposed resolution:
   "The Annual General Meeting approves the auditor's remuneration for 2025 in accordance with approved invoices".

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6. Determination of remuneration to the members of the Board

Reference is made to the Nomination Committee’s proposal which is available on the Company’s website ir.zalaris.com.

Proposed resolution:

“The Annual General Meeting approves the remuneration to the board members for the period from the annual general meeting in 2026 to the annual general meeting in 2027 set to NOK 630,000 to the chairman of the board and NOK 315,000 to each of the other board members.

The Annual General Meeting approves the following remunerations for the period from the annual general meeting in 2025 to the annual general meeting in 2026:

• Audit committee: NOK 90,000 to the leader and NOK 65,000 to the member.
• Remuneration committee: NOK 50,000 to the leader and NOK 40,000 to the member.”

7. Determination of remuneration to the members of the Nomination Committee

Reference is made to the Nomination Committee’s proposal which is available on the Company’s website ir.zalaris.com.

Proposed resolution:

“The Annual General Meeting approves the following remuneration to members of the Nomination Committee, for the period from the annual general meeting in 2025 to the annual general meeting in 2026: NOK 40,000 to the leader and NOK 30,000 to the member.”

8. Election of Board members

Reference is made to the Nomination Committee’s proposal which is available on the Company’s website ir.zalaris.com.

Proposed resolution:

“In accordance with the Nomination Committee’s proposals the Annual General Meeting elects the following Board members :

• Fredrik Gyllenhammar Raaum (Chair)
• Adele Bugge Norman Pran
• Liselotte Hägertz Engstam
• Marius Hol
• Anders Kvåle

All members are elected for the period until the Company’s annual general meeting in 2027”

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9. Election of Nomination Committee

Reference is made to the Nomination Committee’s proposal which is available on the Company’s website ir.zalaris.com.

Proposed resolution:

“In accordance with the Nomination Committee’s proposals the Annual General Meeting elects the following members of the Nomination Committee:

• Bård Brath Ingerø (leader)
• Tone Guran

All members are elected for the period until the Company’s annual general meeting in 2027”

10. Consideration of the Board of Director’s statement on corporate governance

Pursuant to Section 5-6 (5) of the Norwegian Public Limited Companies Act, the Annual General Meeting shall consider the statement on corporate governance prepared in accordance with Section 2-9 of the Norwegian Accounting Act. The statement is included in the 2025 annual report, which is available on the Company’s website ir.zalaris.com. The chairman of the meeting will present the main contents of the statement at the general meeting. The statement is not subject to a vote.

11. Advisory vote on Zalaris ASA’s remuneration report for senior executives for the financial year 2025

Pursuant to the Norwegian Public Limited Liability Companies Act section 6-16 b, the Board of Directors has prepared a report on salary and other remuneration to the CEO, to other senior executives and the Board of Directors. The report has been reviewed by the company’s auditor in accordance with the Norwegian Public Limited Liability Companies Act Section 6-16 b. The report shall be considered by the Annual General Meeting by way of an advisory vote. The report is available on the Company’s website ir.zalaris.com.

Proposed resolution:

“The Annual General Meeting endorses Zalaris ASA’s remuneration report for senior executives for the financial year 2025.”

12. Authorisation to the board to increase the share capital

In order to provide the Board with flexibility to carry out share issues in connection with growth initiatives, it is proposed that the Board is authorised to increase the share capital of the Company by up to NOK 221,000 which corresponds to approximately 10.0 % of the Company’s share capital.

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Proposed resolution:

"The Annual General Meeting approves the following:

• Pursuant to Section 10-14 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to increase the Company's share capital with up to NOK 221,000. The authority may be used one or several times.
• The authorisation is valid until the earlier of the annual general meeting in 2027 and 30 June 2027.
• Upon registration with the Norwegian Register of Business Enterprises, the authorisation replaces the authorisations to increase the share capital granted to the Board by the annual general meeting on 22 May 2025."

13. Authorisation to the Board to purchase the Company's shares

To allow the Board flexibility to effect repurchase of shares, it is proposed to grant the Board the authority to purchase shares in the Company on behalf of the Company with a total nominal value up to NOK 221,352, which corresponds to approximately 10% of the Company's share capital.

Proposed resolution:

"The Annual General Meeting approves the following:

• Pursuant to Section 9-4 of the Norwegian Public Limited Companies Act, the Board is granted authorisation to acquire shares with a total nominal value up to NOK 221,352. The authority may be used one or several times.
• The highest amount which can be paid per share is NOK 100 and the lowest is NOK 0.10.
• The Board is authorised to acquire and sell shares as the Board finds it appropriate. Acquisition can nevertheless not be done by subscription for shares.
• The authorisation is valid until the earlier of the annual general meeting in 2027 and 30 June 2027.
• Upon registration with the Norwegian Register of Business Enterprises, the authorisation replaces the authorisations to acquire own shares granted to the Board by the annual general meeting on 22 May 2025."

Oslo, [ ] June 2026

The Board of Directors of Zalaris ASA

The shares of the Company and the right to vote for shares

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Shareholders wishing to attend the general meeting (in person or by proxy) must give notice by sending the registration form, which is available on the Company's website ir.zalaris.com/shareholder-center/general-meetings/, to Nordea Bank Abp, branch Norway, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, nis@nordea.com, tel: +47 24 01 34 62, within 22 June 2026 at 1600 hours (CEST). Shareholders who do not provide notice of attendance, or do not meet the deadline stated above, may be denied entrance to the general meeting and will not be able to vote for their shares.

Shareholders that are prevented from attending may be represented by proxy. The proxy form, including detailed instructions for the use of the form, is available on the Company's website. If desirable, proxy may be given to the Chairman of the Board. Completed proxy forms may be sent to Nordea Bank Abp, branch Norway, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, nis@nordea.com, tel: +47 24 01 34 62, within 22 June 2026 at 1600 hours (CEST).

Shareholders who cannot attend the general meeting may prior to the general meeting cast a vote on each agenda item electronically via email to nis@nordea.com. The deadline for prior voting is 22 June 2026 at 1600 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn if the shareholder attends the general meeting in person or by proxy.

Only those who are shareholders of the Company five business days before the Annual General Meeting (the record date), i.e. on 17 May 2026, are entitled to attend and vote at the Annual General Meeting, cf. Section 5-2 (1) of the Norwegian Public Limited Liability Companies Act. Shares acquired after 17 May 2026 do not entitle the owner to participate or vote at the annual general meeting for these shares.

According to the Public Limited Liability Companies Act Section 1-8, as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the Company no later 22 June 2026 at 1600 hours (CEST).

Zalaris ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the Company has issued 22,135,279 shares, each of which represents one vote. The shares have equal rights also in all other respects.

A shareholder has the right to have matters considered at the general meeting if he or she reports this in writing to the Board, together with a proposal for resolution or reasons for the matter to be put on the agenda, within 15 days before the general meeting is to held.

A shareholder may make proposals for resolutions with respect to matters on the agenda and may require that members of the Board and the Chief Executive Officer at the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual report, (ii) matters that are presented to the shareholders for

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decision and (iii) the Company's financial situation, including operations in other companies the Company participates in, and other matters to be discussed at the general meeting, unless the requested information cannot be disclosed without causing disproportionate damage to the Company.

This notice, other documents regarding matters to be discussed in the General Meeting, including the documents to which this notice refers, the proposed resolutions for matters on the proposed agenda, as well as the Company's Articles of Association, are available on the Company's website ir.zalaris.com. Shareholders may contact the Company by mail, e-mail or telephone in order to request the documents in question on paper. Address: Zalaris ASA, PO Box 1053 Hoff, 0218 Oslo or via e-mail: ir@zalaris.com