Zwipe AS — AGM Information 2023

Apr 24, 2023

Zwipe AS - Notice of Annual General Meeting 11 May 2023

Zwipe AS - Notice of Annual General Meeting 11 May 2023

OSLO, NORWAY - 24 April 2023 - The Board of Directors of Zwipe AS (the

"Company") call for the Annual General Meeting ("AGM") to be held on 11 May 2023

at 10:00 CEST. The general meeting will be held as a digital meeting on

Microsoft Teams.

Please find enclosed the notice of the AGM. The notice and Zwipe's Annual Report

for 2022 are available on the Company's website, https://zwipe.com/investors.

Shareholders who wish to attend the AGM in person or by proxy or vote in advance

are encouraged to register this electronically by following the link on the

Company's website https://zwipe.com/investors/general-meetings, via VPS Investor

Services, by sending a signed version of the form attached to the notice by e

-mail to genf@dnb.no, or by ordinary mail to: DNB Bank ASA, Registrars

Department, Postboks 1600 Sentrum, NO-0021 Oslo. Notification of attendance,

proxy or advance votes must be registered online or received by DNB Bank ASA,

Registrars Department by 16:00 hours CEST on 10 May 2023.

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 prior to 16:00 hours CEST on 10 May 2023.

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

1.  Opening of the annual general meeting by the chair. Registration of meeting

shareholders

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

with the chairperson

3.  Approval of the notice and the agenda

4.  Report by the management on the Company

5.  Approval of the annual report and financial statements for 2022 for the

Company and the group

6.  Remuneration to the auditor

7.  Election of members to the Board

8.  Remuneration to the Board and the members of the nomination committee

9.  Proposal on implementing a new incentive program towards the Company's

employees and key personnel

10. Proposals on authorizations to the Board on capital increase

Proposed decisions from the Board

Matter no. 5: Approval of the annual report and financial statements for 2022

for the Company and the Group

The Board proposes that the annual report and financial statements for 2022 for

the Company and the Group are 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 AGM's approval, the Board for the period from the AGM in 2023

until the AGM in 2025 will comprise:

· Jörgen Lantto, Chair of the Board

· Dennis Jones

· Tanya Juul Kjaer

· Christina Örn

· David Chew

Mini-CVs for Christina Örn and David Chew have been included in the report from

the Nomination Committee.

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 2022 until the AGM in 2022 were

resolved by the AGM on 23 May 2022.

Fees to the Board for the period from the AGM in 2023 until the AGM in 2024 is

suggested as follows:

· Chair 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 implementing a new incentive program towards the

Company's employees and key personnel

The Company's compensation committee has in cooperation with specialists on

incentive programmes in the Swedish company Novare Pay Consulting assessed the

various aspects of the current SIP program, including the taxation of the

options. Based on its assessments and input from Novare, the Compensation

Committee has presented a new proposal for a long-term incentive scheme directed

towards the Company's leading employees and other key personnel in the form of

so-called restricted share units ("RSUs").

The main rationale behind the proposal of the RSU plan is to create a long-term

ownership, being expected to stimulate an increased interest in the business and

performance development. The Board believes that it is in the interests of all

shareholders that executive personnel and other key employees who are important

for the Company's development, have a long-term interest in a positive

development of the Company's share price.

The vesting period for the RSUs is four years from award. RSUs will only vest if

the average annual total shareholder return during the vesting period exceeds

10%. Vested RSUs will be settled in shares at vesting, where one RSU gives the

right to one share. The Company will be entitled to settle vested RSUs in each

instance with a cash settlement. The Board proposes that a maximum of 1,076,230

RSUs may be granted to participants in the RSU plan, which corresponds to a

maximum dilution of approximately 1.8% percent of outstanding shares in the

Company.

Based on the assumptions that all RSUs under RSU plan are granted and vested, a

share price of NOK 10.4 at the time of settlement of the RSUs and an average

percentage for social security contributions of 20%, the total costs for the

program including social security contributions, is expected to amount to

approximately NOK 6.3 million whereof NOK 2.2 million refers to social security

contributions.

The RSU plan is suggested to replace the current option plan. Following

resolution to adopt the RSU plan, no more options will be granted to employees.

However, already granted stock options may be exercised.

Matter no. 10: 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 programs and (ii) to

strengthen the Company's equity.

The Board proposes that the AGM adopts the following resolution:

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

programs

The Board is hereby granted authorization to increase the share capital of the

company on one or several occasions, with up to NOK 293,038.80 (2 930 388 new

shares), equivalent to approximately 5.0% 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 AGM renews the 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 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 is hereby granted authorization to increase the share capital of Zwipe

AS with up to NOK 876,206.00 (8,762,060 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.

For more information, please contact:

Danielle Glenn, CFO and Head of IR

Tel: +47 909 98 201 and e-mail: danielle@zwipe.com

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About Zwipe

Zwipe believes the inherent uniqueness of every person is the key to a safer

future. We work with great passion across networks of international

organizations, industries and cultures to make convenience safe and secure. We

are pioneering next-generation biometric card and wearables technology for

payment and physical & logical access control and identification solutions. We

promise our customers and partners deep insight and frictionless solutions,

ensuring a seamless user experience with our innovative biometric products and

services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit http://www.zwipe.com.

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

continuing obligations of companies admitted to trading on Euronext Growth Oslo

(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth

Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.

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

person set out below, at 19:00 CEST on 24 April 2023.