Zalaris

Share Issue/Capital Change • Jun 20, 2014

Zalaris ASA - Stabilisation and over-allotment option notice

Zalaris ASA - Stabilisation and over-allotment option notice

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 - Stabilisation and over-allotment option

notice

Oslo, 20 June 2014: Reference is made to the stock

exchange announcement published on 19 June 2014 in

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

announced the successful completion of the

bookbuilding period for its initial public offering

(the "Offering").

ABG Sundal Collier Norge ASA (the "Stabilisation

Manager") may, on behalf of the Joint Bookrunners for

the Offering, engage in stabilisation activities for

the shares of Zalaris from today, 20 June 2014, to

and including 18 July 2014 (the "Stabilisation

Period"). The stabilisation transactions are aimed to

support the market price of the shares of Zalaris.

In connection with the Offering, the Joint

Bookrunners have over-allotted to the applicants in

the Offering 1,215,720 shares in Zalaris, which

equals 15% of the number of shares allocated in the

Offering before over-allotments. In order to permit

the delivery in respect of over-allotments made, the

Stabilisation Manager has been granted the option, on

behalf of the Joint Bookrunners, to borrow a number

of shares in the Company equal to the number of

shares over-allotted from certain of the existing

shareholders of the Company. For further details on

the Offering, please refer to the stock exchange

notice of 19 June 2014 issued by Zalaris.

Further, the Stabilisation Manager, on behalf of the

Joint Bookrunners, has been granted an over-allotment

option (the "Over-Allotment Option") by the same

existing shareholders in the Company which entitles

the Joint Bookrunners, at the request of the

Stabilisation Manager, to purchase from such existing

shareholders at one time only up to 1,215,720 shares

in Zalaris at a price per share of NOK 23 (the "Offer

Price"), which is equal to the offer price in the

Offering. The Over-Allotment Option may be exercised

at any time, in whole or in part, during the

Stabilisation Period. The Stabilisation Manager may

close out the short position created by over-

allotting shares by buying shares in the open market

through stabilisation activities and/or by exercising

the Over-Allotment Option.

The Stabilisation Manager (or persons acting on

behalf of the Stabilisation Manager) may effect

transactions that stabilise or maintain the price of

the shares of Zalaris at a level higher than that

which might otherwise prevail, by buying shares in

Zalaris or associated instruments in the open market

at prices equal to or lower than (but not above) the

Offer Price. However, there is no obligation on the

Stabilisation Manager (or any person acting on behalf

of the Stabilisation Manager) to do so. Moreover,

there is no assurance that the Stabilisation Manager

(or persons acting on behalf of the Stabilisation

Manager) will undertake stabilisation activities. If

stabilisation activities are undertaken they may be

stopped at any time, and must be brought to an end

upon or before expiry of the Stabilisation Period.

Within one week after the end of the Stabilisation

Period, the Stabilisation Manager will publish a

statement through the information system of the Oslo

Stock Exchange under the Company's ticker with

information as to whether or not any stabilisation

activities have been undertaken, including the date

at which stabilisation started, the date at which

stabilisation last occurred, and the price range

within which stabilisation was carried out for each

of the dates during which stabilisation transactions

were carried out.

Any stabilisation activities will be conducted in

accordance with section 3-12 of the Norwegian

Securities Trading Act and Commission Regulation (EC)

No. 2273/2003 implementing Directive 2003/6/EC of the

European Parliament and of the Council as regards

exemptions for buy-back programmes and stabilisation

of financial instruments.

For further details see the prospectus dated 5 June

2014 issued by Zalaris in connection with the

Offering and the listing of its shares on the Oslo

Stock Exchange.

ABG Sundal Collier Norge ASA and Nordea Markets are

acting as joint lead managers and bookrunners in

connection with the listing and the Offering.

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.