Zwipe AS — Capital/Financing Update 2022

Nov 22, 2022

CORRECTION Zwipe AS: The board of Zwipe proposes a fully guaranteed rights issue raising approximately NOK 100 million conditional on the approval of an extraordinary general meeting

CORRECTION Zwipe AS: The board of Zwipe proposes a fully guaranteed rights issue raising approximately NOK 100 million conditional on the approval of an extraordinary general meeting

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO

RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND,

SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION

WHERE SUCH ACTION IS IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE

DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE

"IMPORTANT INFORMATION" SECTION BELOW.

*** The below text clarifies that the subscription period and planned trading in

subscription rights will be in March 2023 and not March 2022.

OSLO NORWAY - 22 NOVEMBER 2022 - The Board of Directors of Zwipe AS (the

"Company" or "Zwipe") has today resolved to propose a preferential rights issue

of 20,862,047 new shares (the "Offer Shares"), for a subscription price of NOK

4.80 per Offer Share, raising gross proceeds of approximately NOK 100 million

with preferential rights for existing shareholders (the "Rights Issue"). The

Rights Issue is fully guaranteed through a combination of subscription

commitments and underwriting commitments. The Rights Issue requires the approval

by the extraordinary general meeting of the Company expected to be held on 2

December 2022 (the "EGM") to be implemented. The notice of the extraordinary

general meeting will be published in a separate press release.

Background and reason for the Rights Issue

Zwipe is a Norwegian biometric technology company established in 2009, focused

on developing and commercializing secure, fast, and easy-to-use biometric

authentication solutions with broad applications across key verticals such as

payments and access control. Since 2019, card manufacturers have started the

process of launching biometric payment card specific manufacturing lines,

semiconductor providers have begun the development of dedicated offerings for

this market, and the entire value chain supporting these processes has started

moving more consistently. At the same time, Zwipe has made significant progress

and added numerous smart card manufacturing customers across the world,

significantly broadening their customer base. In addition, Zwipe has entered

multiple important partnerships to enhance their go-to-market strategy and

accelerate the adoption of biometric payment cards.  Pilots have started and

give the Company insights in its progress towards commercial adoption of its

offerings.

In 2022, Zwipe has achieved a number of important milestones. The Company

received its single largest commercial order for Zwipe Pay in a single quarter

totalling $225,000. The Zwipe Pay Biometric Payment Card Platform received

certification from both Visa and Mastercard, and the Fraport biometric access

control project at Frankfurt Airport was successfully completed. Catering to the

strong demand for access control solutions in the market, Zwipe is now engaging

with a number of system integrators and distributors to accelerate the

deployment of biometric access cards in key verticals and markets.

The Rights Issue is carried out in order to strengthen the Company's financial

position and enable the transition from start-up to scale-up.

Robert Puskaric, CEO of Zwipe comments:

"I am extremely pleased by the continued confidence demonstrated by our largest

existing shareholders. Zwipe is experiencing significant positive commercial

momentum and the proceeds from this fully secured rights issue will enable us to

build upon our already strong position within biometric payments and biometric

access control. The proceeds will be used to continue ramping up to meet growing

global market demand for biometric security."

Key terms of the Rights Issue

· Issue of 20,862,047 Offer Shares for a subscription price of NOK 4.80 per

Offer Share to be paid in cash.

· Through the Rights issue, Zwipe will raise gross proceeds of approximately

NOK 100.1 million before issue costs, which are estimated to amount to NOK 13.5

million, of which approximately NOK 9.2 million is compensation for the

guarantee.

· One (1) existing share in Zwipe held on the record date of 1 March 2023,

entitles the holder to one (1) subscription right. Nine (9) subscription rights

entitle the holder to subscribe for five (5) Offer Shares.

· The subscription period is expected to run during the period 6 - 20 March

· Subscription rights that are not exercised during the subscription period

become invalid and lose their value. Trading in subscription rights is planned

to take place on the Euronext Growth Market and Nasdaq First North Growth Market

during the period 6 - 15 March 2023.

· The Rights issue means that the Company's share capital increases by NOK

2,086,204.70, implying a dilution of 35.7 percent.

Underwriting obligations and guarantee commitments

The Rights Issue is fully guaranteed through a combination of subscription- and

underwriting commitments. The subscription commitments are entered into with the

Company's largest shareholders, including Chairman of the Board Jörgen Lantto,

and amount to approximately NOK 34.5 million, corresponding to approximately

34.5 percent of the Rights Issue. The underwriting commitments amount to

approximately NOK 65.6 million, corresponding to approximately 65.5 percent of

the Rights Issue. The underwriting commitments are entered into with three of

the Company's largest owners, Vasastaden Holding AB, Erik Selin Fastigheter AB

and Arcanum Eiendom AS (controlled by Lars Windfeldt) pursuant to underwriting

agreements entered into with each of them on 22 November 2022. The commitments

and underwriting commitments are not secured by bank guarantee, escrow funds,

pledging or similar arrangements. Pursuant to, and subject to, the terms and

conditions set out in the underwriting agreements and the subscription

commitments, the underwriters and pre-committing subscribing shareholders have

undertaken to vote their shares held at the time of the EGM in favour of the

Rights Issue and all underwriters have undertaken to guarantee on a several

basis (not jointly) to subscribe for the Offer Shares, for a total underwritten

amount of NOK 100,137,825.6 million, less any subscriptions covered by the

subscription commitments. The Offer Shares which are not subscribed upon

expiration of the subscription period (if any), will thus be subscribed by and

allocated to the underwriters.

Other information pertaining to the Rights Issue

In connection with the Right Issue, a prospectus will be prepared, which is

subject to the approval by the Norwegian Financial Supervisory Authority and

which will be passported to Sweden. The prospectus will be published prior to

the commencement of the subscription period and will form the basis for

subscriptions in the Right Issue. Provided that the prospectus is approved by

the Norwegian Financial Supervisory Authority and passported to Sweden in time,

the subscription period for the Rights Issue will commence on 6 March 2023 and

expire 20 March 2023 at 16:30 hours (CET). In the event that the prospectus is

not approved in time to uphold this subscription period, the subscription period

will commence on the second trading day on the Oslo Stock Exchange following the

approval of the prospectus and expire at 16:30 hours (CET) two weeks thereafter.

The shareholders of the Company on 27 February 2023 (and being registered as

such in the Norwegian Central Securities Depository, Euronext Securities Oslo,

(the "VPS") as at the expiry of 1 March 2023 (the "record date")) will be

granted one (1) preferential subscription right for each share registered as

held by the shareholder as of the record date. Nine (9) preferential rights will

give the right to subscribe for and be allocated five (5) Offer Shares in the

Rights Issue (i.e. the holding of less than nine (9) preferential rights will

not give the right to subscribe for any Offer Shares in the Rights Issue).

Provided that a purchase of shares is made with ordinary T+2 settlement, shares

purchased up to and including 27 February 2023 will give the right to receive

subscription rights, whereas shares purchased from and including 28 February

2023 will not give the right to receive subscription rights. The subscription

rights are expected to be tradable and listed on Euronext Growth Oslo and Nasdaq

First North from and including the first day of the subscription period and

until 16:30 (Oslo time) four trading days prior to the expiry of the

subscription period. Over-subscription and subscription without subscription

rights will be permitted.

A further description of the Rights Issue and of other circumstances that must

be considered upon subscription of shares in the Rights Issue will be included

in the prospectus for the Rights Issue, which will be published no later than

the first trading of the subscription period and that will constitute the

subscription material for the Rights Issue.

Indicative timeline for the Rights Issue

· 2 December 2022:      EGM

· 27 February 2023:       Last trading day in the share including subscription

rights

· 28 February 2023:       First trading day in the share without subscription

rights

· 1 March 2023: Record date for determination of the right to receive

subscription rights

· 3 March 2023: Estimated date for publication of prospectus

· 6 - 15 March 2023: Trading in subscription rights

· 6 - 20 March 2023: Subscription period

· 21 March 2023: Estimated date for publication of the outcome of the Rights

Issue and the allocation of the Offer Shares

Change in share capital and number of shares and dilution

Upon completion of the Rights Issue, the share capital in the Company will be

increased by NOK 2,086,204.7, from NOK 3,755,168.50 to NOK 5,841,373.20, through

the issuance of 20,862,047 new shares. The number of shares thus increases from

37,551,685 to 58,413,732 shares. For existing shareholders who do not

participate in the Rights Issue, this means, in the case of full subscription, a

dilution effect of 35.7 percent of capital and votes in the Company.

Advisor

Zwipe has engaged Erik Penser Bank AB and Advokatfirmaet Simonsen Vogt Wiig AS

as financial and legal advisors respectively in connection with the Rights

Issue.

##

For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@zwipe.com

##

This information is subject to the disclosure requirements in the Market Abuse

Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,

and 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 19:30 on 22 November 2022.

##

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.

##

Important information

The information in this press release neither contains nor constitutes an offer

to acquire, subscribe or otherwise trade in shares, warrants or other securities

in Zwipe. No action has been taken and no action will be taken to permit an

offer to the public in any jurisdictions other than Norway and Sweden. The

invitation to interested persons to subscribe for shares in Zwipe will only take

place through the prospectus that Zwipe expects to be able to publish around 3

March 2023. This announcement is an advertisement and is not a prospectus for

the purposes of the Prospectus Regulation. Investors should not subscribe for

any securities referred to in this announcement except on the basis of

information contained in the aforementioned prospectus.

The information contained in this press release may not be disclosed, published

or distributed, directly or indirectly, within or to the United States,

Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South

Africa, Russia, Belarus or any other jurisdiction where such action would be

illegal, subject to legal restrictions or require measures other than those that

follow from Norwegian and Swedish law. Actions contrary to this instruction may

constitute a violation of applicable securities legislation. No shares or other

securities of Zwipe have been registered, and no shares or other securities will

be registered, under the United States Securities Act of 1933 from time to time

("Securities Act") or the securities laws of any state or other jurisdiction of

the United States and may not be offered, sold or otherwise transferred,

directly or indirectly, in or to the United States, except pursuant to an

applicable exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and pursuant to the securities laws of the

relevant state or other jurisdiction in the United States. This communication is

distributed to and directed solely to persons in the United Kingdom who are (i)

professional investors falling within the scope of Article 19(5) of the U.K.

from time to time in force; Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other

persons to whom this notice may lawfully be addressed, who are subject to

Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred

to as "Relevant Persons"). Persons who are not Relevant Persons may not act on

or rely on the information in this communication. An investment or investment

measure referred to in this communication is only possible for Relevant Persons

and will only be completed with Relevant Persons. Persons who disseminate this

communication must themselves ensure that such dissemination is permitted.

Forward-looking statements

This press release contains forward-looking statements that refer to the

Company's intentions, assessments or expectations regarding the Company's future

results, financial position, liquidity, development, prospects, expected growth,

strategies and opportunities as well as the markets in which the Company

operates. Forward-looking statements are statements that do not relate to

historical facts and can be identified by the inclusion of expressions such as

"believes", "expects", "anticipates", "intends", "estimates", "will", "may",

"assumes", "should" "could" and, in each case, negations thereof, or similar

expressions. The forward-looking statements in this press release are based on

various assumptions, which in several cases are based on additional assumptions.

Although the Company believes that the assumptions reflected in these forward

-looking statements are reasonable, there can be no assurance that they will

occur or that they are accurate. As these assumptions are based on assumptions

or estimates and are subject to risks and uncertainties, the actual result or

outcome may, for many different reasons, differ materially from what appears in

the forward-looking statements.

Such risks, uncertainties, contingencies, and other material factors may cause

actual events to differ materially from the expectations expressed or implied in

this press release through the forward-looking statements. The Company does not

warrant that the assumptions underlying the forward-looking statements in this

press release are correct and any reader of the press release should not place

undue reliance on the forward-looking statements in this press release. The

information, opinions and forward-looking statements expressed or implied herein

are provided only as of the date of this press release and are subject to

change. Neither the Company nor anyone else undertakes to revise, update,

confirm or publicly announce any revision of any forward-looking statement to

reflect events occurring or circumstances occurring with respect to the contents

of this press release, except as required by law or Nasdaq First North Growth

Markets' regulations for issuers.