Zalaris

Share Issue/Capital Change • Jun 10, 2021

Contemplated private placement of up to approx. 2.3 million shares

Contemplated private placement of up to approx. 2.3 million shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Zalaris ASA ("Zalaris" or the "Company", ticker code "ZAL") has retained Arctic Securities AS and SpareBank 1 Markets AS (jointly the "Managers") to advise on and effect a contemplated private placement of up to 2,322,300 shares (the "Private Placement").

The Private Placement is divided into up to 2,012,300 new shares being issued by the Company (representing approx. 10% of the issued and outstanding shares) (the "New Shares") and up to 310,000 existing shares, of which up to 200,000 shares are offered by AHAG Vermögensverwaltung GmbH (a company owned by Harald Goetsch, Executive Vice President Central Europe in Zalaris) and up to 110,000 shares (treasury shares) are offered by the Company (the "Existing Shares" and together with the New Shares, the "Offer Shares").

The net proceeds from the sale of the New Shares will be used to:

• Finance the cash purchase price payable for the Company's strategic acquisition of ba.se. service & consulting GmbH.

• Pursue and fund near-term growth opportunities identified by the Company.

• Fund further business development and value accretion.

• General corporate purposes.

The net proceeds from the Company's sale of the Existing Shares will be used to settle fully vested RSUs in cash.

The Company will not receive any proceeds from AHAG Vermögensverwaltung GmbH's sale of Existing Shares.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate Offer Shares for amounts below EUR 100,000 to the extent exemptions from the prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The offer price in the Private Placement and the final number of Offer Shares to be issued will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period for the Private Placement commences today, 10 June 2021 at 16:30 hours CEST and is expected to close on 11 June 2021 at 08:00 hours CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion shorten or extend the bookbuilding period or to cancel the Private Placement in its entirety for any reason. If the bookbuilding period is shortened or extended, the other dates referred to herein may be changed correspondingly.

Completion of the Private Placement by delivery of the Offer Shares is subject to a resolution by the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the share capital of the Company by the issuance of the New Shares pursuant to the authorisation to increase the share capital granted by the Company's annual general meeting held on 20 May 2021 (the “Conditions”).

Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Delivery of the Offer Shares in the Private Placement will, in order to facilitate delivery-versus-payment, be made by delivery of existing and unencumbered shares in Zalaris already admitted to trading on Oslo Stock Exchange. The New Shares will be settled pursuant to a share lending agreement between the Company, the Managers and Norwegian Retail AS, while the Existing Shares will be settled with shares owned by AHAG Vermögensverwaltung GmbH and the Company. All shares delivered to the subscribers will thus be tradable upon allocation. The share loan will be settled with New Shares issued in connection with the Private Placement.

The Board has considered the Private Placement in light of the requirements in the Norwegian Public Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense, the obligation relating to equal treatment of shareholders under the Continuing Obligations of companies admitted to trading on Oslo Børs, c.f. Rule Book Part II section 2.1 and Oslo Børs' Circular no. 2/2014, and is of the opinion that the waiver of the preferential rights inherent in the Private Placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, as well as the expected limited dilution effects of the transaction, is in the common interest of the shareholders of the Company. However, subject to completion of the Private Placement, the Board will consider to carry out a subsequent offering.

AHAG Vermögensverwaltung GmbH has undertaken a 90 days lock-up period with the Managers on its remaining shares in the Company.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.

For further information, please contact:

Hans-Petter Mellerud, CEO and founder

Mobile: +47 928 97 276

E-mail: hans-petter.mellerud@zalaris.com

Gunnar Manum, CFO

Mobile: +47 951 79 190

E-mail: gunnar.manum@zalaris.com

About Zalaris

Zalaris simplify HR and payroll administration, and empower you with useful information so that you can invest more in people. We are a leading service provider of Human Capital Management (HCM) solutions across Europe, serving more than 1.5 million employees monthly with an annual revenue of 78 million Euros (2020). We hold #1 or #2 positions in most of our markets. Our consultants have more than 21 years of experience in transforming HR with our clients. Simplify

work life. Achieve more. For more information about us, go to zalaris.com.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation. This stock exchange release was published by Gunnar Manum, CFO, on 10 June 2021 at 16:30 CEST.

IMPORTANT NOTICE:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. 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 sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement 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", "strategy", "intends", "estimate", "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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.