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Oslo, 13 March 2026

The board of directors of Zalaris ASA (the "Company"), and Kona BidCo AS (the
"Offeror"), a newly established acquisition vehicle indirectly owned by
Norvestor IX SCSp ("Norvestor IX"), are pleased to announce that they today have
reached an agreement on the terms of a recommended voluntary cash tender offer
to acquire all issued and outstanding shares (the "Shares") in the Company
except for Shares owned by the Rollover Shareholders (as defined below) and the
Company pursuant to the terms and conditions of a transaction agreement (the
"Transaction Agreement") entered into on the date hereof (the "Offer").

As further set out below, the Offer is launched by the Offeror in collaboration
with the corporate management shareholders of the Company, including Hans-Petter
Mellerud (founder and CEO of the Company through his holding company Norwegian
Retail AS), Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E. Schiørn and
Hilde Karlsmyr (together, the "Rollover Shareholders"), through an investment
and cooperation agreement (the "Investment Agreement") with the Offeror. The
Offeror will following completion of the Offer be owned by Norvestor IX and the
Rollover Shareholders.

A cash consideration of NOK 100 (the "Offer Price") will be offered for each
Share, representing an aggregate equity purchase price for the entire issued and
outstanding share capital of the Company of approximately NOK 2.2 billion. The
Offer Price represents a premium of 40.1% compared to the closing trading price
for the Shares on Euronext Oslo Børs on 12 March 2026 and 31.9% compared to the
30-day VWAP. 

"The Board is pleased to have reached this agreement, which recognizes the value
created within Zalaris and represents an attractive outcome for shareholders.
Zalaris has built a strong position as a leading provider of payroll and HCM
solutions across Europe, and we are confident the company is well positioned to
continue its development together with Norvestor and the existing management
team. Norvestor brings relevant experience and financial resources that will
support and accelerate Zalaris's continued development and growth. We are proud
of what the management team and employees have built, and we are confident that
Zalaris under the ownership of Norvestor is well positioned for its next phase
under new ownership," said Adele Norman Pran, Zalaris Chairperson.

"Two years ago we launched a strategic review to find the right partner to
accelerate Zalaris' growth and strengthen our multi country payroll and HR
offering.  Teaming up with Norvestor, we can move faster and invest with a
longer term focus - accelerate our investment in AI to drive further automation
and deliver more customer centric solutions," said Hans-Petter Mellerud, CEO and
founder of Zalaris.

"We are excited about the opportunity to partner with Zalaris and its management
team. Having followed the company over many years, we are impressed by the
position Zalaris has built as a leading provider of mission-critical payroll and
HR solutions, combining robust operational delivery with a scalable technology
platform. We look forward to supporting the management team in accelerating
Zalaris' growth as a privately owned company - expanding its international
footprint and continuing to invest in technology and automation to strengthen
its market position and customer offering," said Fredrik Gyllenhammar Raaum -
Partner at Norvestor.

The Company's board of directors (the "Board") has unanimously resolved to
recommend the shareholders of the Company to accept the Offer. The Board has, as
part of the basis for its considerations, obtained a fairness opinion on the
Offer from ABG Sundal Collier, which concludes that the Offer is fair from a
financial point of view. 

Shareholders who own 3,782,647 Shares in aggregate, representing approximately
17.1% of the issued and outstanding Shares (17.4% adjusted for the Company's
holding of own Shares) as at the date of this announcement, have undertaken to
accept the Offer (the "Pre-Acceptances"). Shareholders who have given
Pre-Acceptances include among others all members of the board of directors of
the Company and shareholders represented on the board.  

In total, 6,840,307 Shares have been committed to be transferred to the Offeror
pursuant to the Investment Agreement and the Pre-Acceptances, representing
approximately 30.9% of the issued and outstanding Shares (31.4% adjusted for the
Company's holding of own Shares) as at the date of this announcement. 

Key terms of the Offer

The Company's shareholders will be offered NOK 100 per Share in cash (i.e. the
Offer Price). The total value of the Offer is approximately NOK 2.2 billion,
based on the number of issued and outstanding Shares as at the date of this
announcement.

The formal and complete details of the Offer, including all terms and conditions
thereof, will be included in an offer document for the Offer (the "Offer
Document") to be sent to the Company's shareholders with known addresses in
jurisdictions who may lawfully accept the Offer following review and approval by
the Financial Supervisory Authority of Norway ("NFSA") pursuant to Chapter 6 of
the Norwegian Securities Trading Act. The Offer Document is expected to be
approved by the NFSA in time for the acceptance period of the Offer to commence
medio April. The Offer may only be accepted on the basis of the Offer Document. 

The launch of the Offer is subject to customary conditions being satisfied,
including that the Pre-Acceptances remain valid and in full force and effect,
the final approval of the Offer Document has been received from the NFSA, that
no Material Adverse Change (as defined in the Transaction Agreement) has
occurred, no material breach of the Transaction Agreement by the Company which
would make the Offeror entitled to terminate the Transaction Agreement and that
the Board's recommendation of the Offer is not withdrawn, qualified or amended,
in each case as further detailed in the Transaction Agreement. Conditions for
completion of the Offer are set out below.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Rollover and pre-acceptances

The Rollover Shareholders, Hans-Petter Mellerud (through his holding company
Norwegian Retail AS), Gunnar Manum, Halvor Leirvåg, Øyvind Reiten, Richard E.
Schiørn and Hilde Karlsmyr have entered the Investment Agreement with the
Offeror whereby the Rollover Shareholders have, subject to certain conditions,
agreed to, outside of the Offer, (i) transfer 1,899,225 Shares to the Offeror
against the issuance of shares in the Offeror's indirect parent company, Kona
TopCo AS, at the Offer Price and (ii) sell, outside the Offer, 1,158,435 Shares
to the Offeror for cash at the Offer Price. In aggregate 3,057,660 Shares,
representing approximately 13.8% of the issued and outstanding Shares (14.0 %
adjusted for the Company's holding of own Shares) as at the date of this
announcement, have been committed pursuant to the Investment Agreement.

Further, shareholders who own 3,782,647 Shares, representing approximately 17.1%
of the issued and outstanding Shares (17.4% adjusted for the Company's holding
of own Shares) as at the date of this announcement, have entered into separate
Pre-Acceptances, whereby they have undertaken to tender their shares into the
Offer. As part of the Pre-Acceptances, the pre-accepting shareholders have
agreed to customary non-solicit covenants, including not to solicit alternative
offers for the Shares or otherwise take any action that would delay, prevent or
frustrate the Offer. 

Conditions for completion of the Offer

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived,
in whole or in part, by the Offeror:

- shareholders of the Company representing more than 90% of the issued and
outstanding share capital and voting rights of the Company on a fully diluted
basis (as defined in the Offer Document) having validly accepted the Offer