Zalaris — Proxy Solicitation & Information Statement 2026

Jun 2, 2026

RECOMMENDATIONS BY THE NOMINATION COMMITTEE OF Zalaris ASA
TO
THE GENERAL MEETING TO BE HELD ON 24th of June 2026

1. Election of Board members

The nomination committee of Zalaris ASA (the "Company") has in connection with the preparation of the recommendations set out herein been in contact and tried to contact the Company's largest shareholders, seeking their input generally and specifically in respect of the competence required by the Company, the CEO, the chairman and the Company's Board of Directors (the "Board") and also taken into account the voluntary offer from Norvestor, through the newly established acquisition vehicle Kona BidCo AS, launched on the 13th of March 2026.

The nomination committee has on this basis held meetings to discuss the composition of the Board and Board member candidates to ensure that its recommendations are representative of the views of the largest shareholders, that the Board has sufficient expertise and experience to handle both its routine operational responsibilities and the strategic challenges and opportunities that the Company faces, that the composition of the Board is balanced, both with respect to age and gender, that the Board as a whole is sufficiently representative of the Company's shareholders and that the candidates are sufficiently independent of the Company's executive management and, in light of their other roles and responsibilities, have sufficient time available to carry out their duties as a member of the Board, in accordance with the recommendations set out in the Norwegian Code of Practice for Corporate Governance and the Instructions for the Nomination Committee adopted by the Company.

Pursuant to the article 5 of the Company's articles of association, the board of directors of the company shall consist of 3 to 10 board members.

The Board currently consists of 4 members, 4 elected by the shareholders and 0 selected by and among the employees of the Company.

After having made due considerations of the applicable requirements and recommendations regarding the composition of the Board, the Company's need for independence, expertise, continuity, capacity and diversity, and the fact that Kona BidCo AS will own 85,21% (adjusted for the Company's holding of own shares) according to the settlement notification and results for the recommended voluntary cash tender offer published on the 19th of May 2026, the nomination committee has unanimously resolved to recommend the following candidates to the Board:

a) Re-election of Adele Bugge Norman Pran and Liselotte Hägertz Engstam as Board members for the period until the annual general meeting in 2027.
b) Election of Fredrik Gyllenhammar Raaum (Chair), Marius Hol (Board member) and Anders Kvåle (Board member).

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2

Fredrik Gyllenhammar Raaum, Chair

Fredrik Gyllenhammar Raaum is a Partner at Norvestor Equity in Oslo, focused on technology and technology-enabled services investments across the Nordics. He currently holds chair and board positions in several Norvestor portfolio companies, including Cegal, Pearl, The North Alliance (NoA), glueckkanja, Wint and Upheads, where he works closely with management teams on strategy, M&A, internationalization, and value creation. Fredrik started his career in investment banking in London, working in corporate finance, and holds degrees in economics and finance from the Norwegian School of Economics and Cass Business School in London. He brings a strong combination of financial discipline, sector insight, and hands-on board experience from scaling technology businesses.

Marius Hol, Board member

Marius Hol is an Investment Director at Norvestor in Oslo, where he focuses technology and technology-enabled services investments across the Nordics. He currently holds board position at First Camp but is also involved with other Norvestor portfolio companies such as Avonova, Cegal and Pearl. Before joining Norvestor, he worked in Pareto Securities' Leveraged Finance team in Oslo, focusing on debt capital market transactions. He holds an MSc in Economics and Business Administration from the Norwegian School of Economics, with additional studies at the University of Michigan's Ross School of Business. Marius combines a strong financial and analytical foundation with hands-on transaction and portfolio experience across Nordic mid-market businesses.

Anders Kvåle, Board member

Anders Kvåle is a technology entrepreneur, investor, and experienced board member with a strong track record in scaling technology businesses. He co-founded Spacemaker, an AI-driven urban planning platform that scaled internationally and was acquired by Autodesk, giving him first-hand experience in building a high-growth SaaS company from early stage to exit. Anders is currently engaged with several Norvestor portfolio companies, including Wint, Upheads and glueckkanja, where he serves as a board member and works alongside Norvestor and management teams on strategic and operational priorities. Earlier in his career, he was a Partner at Arkwright, where he built deep expertise in organizational improvement programs, operating model design, and performance transformation. With a sharp focus on technology investments and a pragmatic, founder-oriented approach, Anders brings both strategic and operational depth to board work.

Provided that the general meeting re-elects and elects the Board members recommended above, the Board will consist of the following shareholder elected members with effect from the general meeting until we see the outcome of the strategic review and or until the next general assembly:

Candidate	Period:
1 Adele Bugge Norman Pran	2026 – 2027
2 Liselotte Hägertz Engstam	2026 – 2027
3 Fredrik Gyllenhammar Raaum	2026 – 2027
4 Marius Hol	2026 – 2027
5 Anders Kvåle	2026 – 2027

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It is the opinion of the nomination committee that the above composition of the Board will comply with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for an Audit Committee) and representation of both genders.

2. Remuneration

The nomination committee proposes the following remuneration to the Board of directors and to the Audit- and the Remuneration committee:

a) Board of directors
NOK 630.000 to the chairman and NOK 315.000 to board members.

b) Audit committee
NOK 90.000 to the leader and NOK 65.000 to members.

c) Remuneration committee
NOK 50.000 to the leader and NOK 40.000 to members.

3. Nomination Committee

The nomination committee proposes Bård Brath Ingerø (leader) and Tone Guran from Norvestor to the nomination committee until the general assembly in 2027.

The nomination committee proposes NOK 40.000 to the leader and NOK 30.000 to the member as remuneration.

Oslo 31st of May 2026

Bård Brath Ingerø
Leader
Sign.

Nicolay Eger
Sign.

Sven Thorén
Sign.