Launch of recommended voluntary cash tender offer to the shareholders of Zalaris ASA and commencement of offer period

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Launch of recommended voluntary cash tender offer to the shareholders of Zalaris ASA and commencement of offer period

Reference is made to the stock exchange announcement published on 13 March 2026 regarding the transaction agreement (the "Transaction Agreement") between Kona BidCo AS (the "Offeror"), a newly established acquisition vehicle indirectly owned by Norvestor IX SCSp (“Norvestor IX”), and Zalaris ASA ("the "Company") for the Offeror to, subject to certain conditions, launch a recommended voluntary cash tender offer for all issued and outstanding shares (the "Shares") in the Company at a price of NOK 100 per share, except for Shares owned by the Rollover Shareholders (as defined below) and the Company, as further regulated in the Transaction Agreement (the "Offer").

The Offer is unanimously recommended by the board of directors of the Company (the "Board"). 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.

The offer document for the Offer (the "Offer Document") was approved on 15 April 2026 by the Norwegian Financial Supervisory Authority (“NFSA”) in its capacity as take-over supervisory authority. The terms and conditions of the Offer are set out in the Offer Document, and the Offer is only capable of being accepted pursuant to the Offer Document.

Key terms of the Offer:

- Offer Price: NOK 100 per Share, subject to any adjustments as set out in the Offer Document (the “Offer Price”).

- Offer Period: From and including 16 April 2026 to 30 April 2026 at 16:30 (CEST), subject to any extensions at the sole discretion of the Offeror.

- Receiving Agent: Arctic Securities AS

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

- A premium of 31.9% compared to the 30 days' volume weighted average share price quoted on Euronext Oslo Børs in the period ending on 12 March 2026.

Pareto Securities AS has provided an independent expert statement in accordance with Section 6-16 of the Norwegian Securities Trading Act, which states that the Offer is fair from a financial point of view. The independent expert statement is attached to an announcement from the Company on 15 April 2026.

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, 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. 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.

The full terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document. The Offer Document shall be sent to the Company's shareholders with known addresses registered in the Company's shareholder register in Euronext Securities Oslo, the central securities depository in Norway (VPS) in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage: https://www.arctic.com/offerings

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Arctic Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet Thommessen AS is acting as legal advisor, while ABG Sundal Collier is acting as financial advisor to the Company.

Contacts

Hans-Petter Mellerud, CEO Tel: +47 928 97 276 E-mail: hans-petter.mellerud@zalaris.com

Gunnar Manum, CFO Tel: +47 951 79 190 E-mail: gunnar.manum@zalaris.com

Norvestor and the Offeror

Fredrik Gyllenhammar Raaum, Partner, Norvestor Advisory Tel.: +47 93 03 28 46 Email: fgy@norvestor.com

This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.

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IMPORTANT INFORMATION

The terms and conditions of the Offer will be governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada, Japan, New Zealand, South Africa and Hong Kong, or any other jurisdiction in which it would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to