Zwipe AS — AGM Information 2021

Apr 28, 2021

Notice of Annual General Meeting

Notice of Annual General Meeting

OSLO, NORWAY - 28 April 2021 - The board of directors of Zwipe AS ("the

Company") call for the Annual General Meeting ("AGM") to be held on 19 May

2021 at 17:00 CEST. Due to the ongoing covid-19 pandemic, the general meeting

will be held as a digital meeting on Microsoft Teams.

Please find enclosed the notice of the Annual General Meeting. The notice

and Zwipe's Annual Report for 2020 are available on the Company's

website, https://zwipe.com/investors

Notice of attendance, in person or by proxy, shall be given no later than

18 May 2021 at 16:00 CEST. Shareholders are encouraged to register via the

link found here (https://investor.vps.no/gm/logOn.htm?token=8aa7172a08450db31838c

96df1821debae136e41&validTo=1624017600000&oppdragsId=20210427VPLJGKU0).

Alternatively, the attached form may be sent by e-mail to genf@dnb.no, or

regular post to DNB Bank ASA, Verdipapirservice, NO-0021 Oslo.

In order to be invited to the meeting, Zwipe's administration will need to have

the shareholder's email address in advance. Shareholders must after having

registered their attendance also register their email address by sending an

email to ir@zwipe.com.

The board of directors (the "Board") has proposed the following agenda:

Opening of the General Meeting by the

chair. Registration of meeting shareholders

Election of a meeting chairperson and person to co-sign the minutes together

with the chairperson

Approval of the notice and the agenda

Report by the management on the Company

Approval of the annual report and financial statements for 2020 for the Company

and the group

Remuneration to the auditor

Election of members to the Board

Remuneration to the Board and the members of the Nomination Committee

Proposal to grant the board a new authorization to increase the share capital

Proposed decisions from the Board

Matter no. 5: Approval of the annual report and financial statements

for 2020 for the Company and the group

The boards proposal for annual report and financial statements for 2020 for the

Company and the group were unanimously approved.

Matter no. 6: Remuneration to the auditor

The Board proposes that the auditor's fees are paid as per accounts rendered.

Matter no. 7: Election of members to the Board

Subject to the general meeting's approval, the Company's Board of Directors will

comprise:

·

Jörgen Lantto, Chairman of the board

·

Johan Biehl

·

Dennis Jones

·

Diderik Schonheyder

·

Stina Granberg

·

Tanya Juul Kjaer

Matter no. 8: Remuneration to the members of the Board and the members of the

Nomination Committee

The Nomination Committee makes the following recommendation:

Fees to the Board for the period from the AGM in 2020 until the AGM in 2021 were

resolved by the AGM on 14 May 2020.

Fees to the Board for the period from the AGM in 2021 until the AGM in 2022 is

suggested as follows:

Chairman of the Board: ?? NOK 260.000,-

Members of the Board:???  NOK?130.000,-

As to remuneration, the nomination committee proposes that no remuneration is

paid to the members of the nomination committee.

Matter no. 9: Proposal on authorizations to the Board on capital increase

The Board proposes that two new authorizations for the Board on capital

increases are issued, (i) to fulfil the Company's incentive program and (ii) to

cater for strengthening of the Company's equity.

The Board proposes that the General Meeting adopts the following resolution:

1. Authorization for capital increase to fulfill the Company's incentive

program

The board of directors is hereby granted authorization to increase the share

capital of Zwipe AS, on one or several occasions, with up to NOK?230,498.90

(2,304,989), equivalent to 7 % of the registered share capital at the time of

this resolution.

2. Authorization for capital increase to strengthen the Company's equity

The Board proposes that the General Meeting grants a new authorization to the

Board to issue shares corresponding to up to 15% of the share capital, and the

new authorization shall be restricted to issue of shares to strengthen the

Company's equity to the extent the Board considers this to be in the Company's

best interest at the given time.

The board of directors is hereby granted authorization to increase the share

capital of Zwipe AS with up to NOK?493,926.10 (4,939,261 new shares) on one or

several occasions.

The authorization may be used to issue shares to strengthen the Company's equity

to the extent the Board considers this to be in the Company's best interest at

the given time.

###

This is information that?Zwipe?AS is obligated to make public pursuant to the

continuing obligations of companies admitted to trading on Euronext Growth

Market Oslo and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq

First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The

information was submitted for publication, through the agency of the contact

person set out below, at?17:00?CEST on?28 April 2021.

About Zwipe

Zwipe is pioneering the next generation contactless payments experience,

providing biometric payment cards components and wearables technology that

enable consumers to authorize transactions with their fingerprints without

compromising their privacy. Together with an ecosystem of partners including

global brands within digital security and financial services, Zwipe is "Making

Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions

address the hygiene and data theft pitfalls inherent in traditional

authentication methods. Headquartered in Oslo, Norway, with a global presence,

Zwipe is leading the next great shift in payments from contactless to contact

free. To learn more, visit www.zwipe.com

For more information, please contact:

Lars Kristian Solheim, CFO

+47?991?661 35

lars.kristian@zwipe.com