Zwipe AS — Capital/Financing Update 2020

Oct 20, 2020

Zwipe AS: Commencement of Subsequent Offering

Zwipe AS: Commencement of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

OSLO, NORWAY - 20 October 2020 -

Reference is made to the stock exchange announcement by Zwipe AS ("Zwipe" or the

"Company") on 7 September 2020, regarding the successfully completed private

placement with gross proceeds of approximately NOK 96 million (the "Private

Placement"). In the said release, the board of directors of the Company (the

"Board") announced that it intended to carry out a subsequent offering of up to

1,000,000 new shares (the "Offer Shares" and the "Subsequent Offering") towards

shareholders of the Company who was not allocated shares in the Private

Placement, provided that an extraordinary general meeting to be convened without

delay made a new authorization to the Board to issue shares to strengthen the

Company's equity. Such authorization was provided to the Board by the

extraordinary general meeting on 29 September 2020. On this basis, the Board has

now decided to proceed with the Subsequent Offering.

In the Subsequent Offering, Eligible Shareholders, being shareholders of the

Company as of 7 September 2020, and consequently registered in the Company's

shareholders' registers in VPS or Euroclear Sweden AB ("Euroclear") on 9

September 2020 (the "Record Date"), will be granted non-transferable

subscription rights (the "Subscription Rights") that, subject to applicable law,

provide preferential rights to subscribe for and be allocated Offer Shares at

the Subscription Price (as defined below). Exceptions to the above are existing

shareholders who (i) were allocated shares in the Private Placement and/or (ii)

are resident in a jurisdiction where such offering would be unlawful or, for

jurisdictions other than Norway and Sweden, would require any filing,

registration or similar action.

The subscription period in the Subsequent Offering commences today, on 20

October 2020 at 09:00 hours (CEST) and will end on 27 October 2020 at 16:30

hours (CET) (the "Subscription Period"). The subscription price in the

Subsequent Offering is NOK 15.00 per Offer Share (the "Subscription Price"),

which is equal to the subscription price in the Private Placement.

Eligible Shareholders will be granted 0.04366 Subscription Rights for each share

in the Company registered as held by such Eligible Shareholder on the Record

Date, rounded down to the nearest whole Subscription Right. Each whole

Subscription Right provides a preferential right to subscribe for, and be

allocated, one Offer Share at the Subscription Price, subject to applicable

securities laws. Over-subscription and subscription without Subscription Rights

is permitted, and over-subscriptions made by holders of Subscription Rights will

in the allocation be prioritized before subscriptions made by holders without

Subscription Rights, cf. the details on the allocation in the Prospectus (as

defined below) section 5.8 "Allocation of Offer Shares".

In order to subscribe for shares, Eligible Shareholders must provide the Manager

(as defined below) with a complete and duly signed application form within the

end of the Subscription Period. Applications for Offer Shares by investors in

Norway should be made using the application form attached to the Prospectus,

while investors in Sweden should use the application form for the Swedish market

made available in a separate document on the same websites as the Prospectus

(www.zwipe.com and www.arctic.com/offerings). Norwegian citizens may also

subscribe through the VPS online system. Further instructions regarding the

subscription procedure is available in the Prospectus (as defined below)

section 5.7 "Application procedures". The Subscription Rights must be used to

subscribe for Offer Shares before the expiry of the Subscription Period on 27

October 2020 at 16:30 hours (CET). Subscription Rights that are not used to

subscribe for Offer Shares before 16:30 hours (CET) on 27 October 2020 will have

no value and will lapse without compensation to the holder.

Completion of the Subsequent Offering is subject to (i) the Board resolving the

Subsequent Offering and allocating the Offer Shares, and (ii) registration of

the capital increase pertaining to the Subsequent Offering with the Norwegian

Register of Business Enterprises.

Notifications of allocation in the Subsequent Offering are expected to be issued

on or about 28 October 2020. The due date for payment of allocated Offer Shares

is on or about 30 October 2020. Delivery of the Offer Shares is expected to take

place on or about 6 November 2020, through the facilities of VPS and Euroclear.

Trading in the Offer Shares on Merkur Market or Nasdaq First North Growth Market

(as the case may be) is expected to commence on or about 6 November 2020.

A prospectus dated 19 October 2020 (the "Prospectus") prepared in connection

with the Subsequent Offering will be available electronically at www.zwipe.com

and www.arctic.com/offerings, or by contacting Arctic Securities AS. Please also

find the Prospectus attached hereto. The Prospectus has been approved by the

Financial Supervisory Authority of Norway and border-crossed to

Finansinspektionen in Sweden for use in the Swedish market.

Arctic Securities AS acts as manager in the Subsequent Offering (the "Manager").

Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe

and White & Case Advokat AB acts as Swedish legal counsel to Zwipe.

Zwipe AS is obliged to make this information public pursuant to the Continuing

obligations of companies admitted to trading on Merkur Market and Nasdaq First

North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB,

info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for

publication, through the agency of the contact person set out above, at 07:55

CET on 20 October 2020.

This release is issued for information purposes only, and does not constitute or

form a part of any offer or solicitation to purchase or subscribe for securities

in the United States, or any other jurisdiction in which such distribution would

be unlawful or would require registration or other measures. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. The

Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Manager assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

The Manager is acting for the Company and no one else in connection with the

Subsequent Offering and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Subsequent Offering and/or any other matter referred

to in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.

About Zwipe

Zwipe is pioneering the next generation contactless payments experience,

providing biometric payment cards and wearables 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 further information please contact: Lars Kristian Solheim, CFO, +47 991 66

135  ir@zwipe.com