Zalaris ASA- Bookbuilding successfully completed - Offer shares priced at NOK 23 per offer share

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- Bookbuilding successfully completed - Offer shares priced at NOK 23 per offer share

Oslo, 19 June 2014: Zalaris ASA ("Zalaris" or "the Company") announces the successful completion of the bookbuilding period for the initial public offering (the "Offering") of the shares in the Company.

In summary:

- The Company will issue 2,173,913 new shares with gross proceeds of NOK 50 million in connection with the Offering. There will be 19,124,263 shares in issue following the issuance of the new shares.

- Existing shareholders will sell 5,930,887 secondary shares in the Offering.

- The managers have over-allotted 1,215,720 shares, representing approximately 15.0% of the number of offer shares sold and issued in the Offering before over-allotment, and exercised their option to borrow a corresponding number of shares from certain of the existing shareholders for the purpose of covering the over-allotment.

- The offer shares are priced at NOK 23 per offer share. Investors in the retail offering will receive a discount of NOK 1,500 on the aggregate amount payable for the shares allocated to such investors.

- The offer price of NOK 23 per offer share implies a market capitalisation of the Company of approximately NOK 440 million.
- Trading in the shares on Oslo Børs will commence on 20 June 2014. - Approx. 92.0% of the offer shares in the Offering were allocated to investors in the institutional offering and approx. 8.0% of the offer shares were allocated to investors in the retail offering. Following the Offering, the Company is expected to have approx. 650 shareholders.

Notifications of allocated offer shares and the corresponding amount to be paid by investors are expected to be communicated to the investors on or about 19 June 2014. Investors having access to investor services through their VPS account manager will be able to check the number of offer shares allocated to them from approximately 08:00 hours (CET) on 19 June 2014. The managers may also be contacted for information regarding allocation.

Certain of the existing shareholders have granted the managers an over-allotment option, exercisable by ABG Sundal Collier Norge ASA as stabilisation manager within 30 days from the first day of listing to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.

The following primary insiders have sold shares in the Offering:

- Nordic Capital Partners IV AS (represented at the board by Narve Reiten) (Shares sold: 4,267,715, total shareholding following Offering: 4,267,715 (22.4% of the shares and votes))

- Norwegian Retail AS (controlled by CEO Hans- Petter Mellerud) (Shares sold: 1,303,493, total shareholding following Offering: 3,041,482 (15.9% of the shares and votes))

- Lars Laier Henriksen (Chairman) (Shares sold: 36,112, total shareholding following Offering: 36,113 (0.2% of the shares and votes))

- Nina Stemshaug (CFO) (Shares sold: 2,375, total shareholding following Offering: 2,375 (0.01% of the shares and votes))

- Peter Thomas Gogstad (Vice President HR Business Consulting) (personally and through his holding company Westerland AS) (Shares sold: 149,608, total shareholding following Offering: 149,607 (0.8% of the shares and votes))

ABG Sundal Collier Norge ASA and Nordea Markets are acting as joint lead managers and bookrunners in connection with the listing and the Offering.

Contact persons:

Hans-Petter Mellerud (CEO)
Phone: +47 928 97 276
Email: hans-petter.mellerud@zalaris.com

Narve Reiten (Board member)
Phone: +47 924 33 320
Email: nr@reitenco.no

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.

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.