Zalaris

Regulatory Filings • May 20, 2014

Intention to float on Oslo Stock Exchange

Intention to float on Oslo Stock Exchange

Intention to float on Oslo Stock Exchange

Increased capital and broaden investor base to help

accelerate growth within outsourced HR and payroll

services for enterprise clients

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.

OSLO, NORWAY -Looking to build on its success

as a provider of outsourced HR and payroll solutions

to large enterprises, Zalaris ASA today announced

plans for an initial public offering on the Oslo

Stock Exchange.

Founded in 2000, Zalaris currently operates in

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

Norway, Poland and Sweden. The company continues to

expand in current markets while also exploring

additional international growth opportunities.

Zalaris recently signed multi-year contracts with

some of the largest corporations in the Nordics,

where the company is able to offer significant cost

savings, efficiencies and consistent high service

levels to customers and their employees alike. Over

the last 10 years revenues have grown at a compounded

annual growth rate (CAGR) of 22 percent to a record

level at NOK 262 million in 2013. Based on new

contracts signed, 2014 revenue growth is expected to

be close to historic levels.

"From their initial business plan, we could clearly

see that the Zalaris leadership team possessed the

vision, experience and resolve to accomplish

outstanding results - and we were not disappointed,"

says Narve Reiten, partner at Oslo-based Reiten &

Co., a private equity firm supporting the

IPO. "Zalaris has established a blue-chip client base

and generated impressive year-over-year growth with

strong profitability. Going forward, we have every

reason to believe that they will be among the winners

as the HR outsourcing trend accelerates, which looks

likely for the years ahead."

Where cloud value meets OPEX demand

"We're ready to substantially broaden our reach and

capacity as a premier provider of outsourced human

capital management solutions," explains Hans-Petter

Mellerud, CEO of Zalaris. "With additional capital

raised by a listed offering, we expect to solidify

our leadership position while deepening our value, as

well as coverage in this dynamic marketplace."

Zalaris enables its customers to focus on their

respective core competencies and keep pace with fast-

changing HR demands, through secure outsourced cloud-

based systems and the company' local-language-based

service centers. Zalaris' business model also

responds and adapts to heightened corporate focus on

balance-sheet management - most notably by converting

HR and payroll processing costs from a capital

expenditure (CAPEX) to more a predictable operating

expense (OPEX).

Current majority shareholder Nordic Capital Partners

IV AS (NCP) and a number of other stakeholders plan

to reduce their holdings by approximately 50 percent

if Zalaris completes a listing on the Oslo Stock

Exchange. The remaining shares held by NCP will be

distributed to investors in the fund on or around the

completion of the listing. Zalaris also plans to

raise NOK 50 million through the issuance of new

shares.

Upon acceptance of the listing by Oslo Børs, approval

of the prospectus by the Financial Supervisory

Authority of Norway, and prevailing overall market

conditions, Zalaris expects the IPO to take place in

June 2014. ABG Sundal Collier Norge ASA and Nordea

Markets are acting as Joint Lead Managers and

Bookrunners in connection with the listing.

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.

# # #

Contact Information:

Hans-Petter Mellerud (CEO)

Phone: +47 928 97 276

Email: hans-petter.mellerud@zalaris.com

Narve Reiten (Founding Partner)

Phone: +47 924 33 320

Email: nr@reitenco.no

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.