Zwipe AS — Capital/Financing Update 2023

Dec 14, 2023

Zwipe AS - issuance of convertible loan

Zwipe AS - issuance of convertible loan

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PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE

ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.

OSLO, NORWAY - 14 DECEMBER 2023 - Reference is made to the stock exchange

announcement published by Zwipe AS ("Zwipe" or the "Company") on 14 December

2023, regarding the final allocation of the rights issue of units, each

consisting of one new share in the Company, each with a nominal value of NOK

0.10 and one warrant of series T01, with preferential rights for existing

shareholders per unit (the "Units"), with preferential rights for existing

shareholders raising gross proceeds of approximately NOK 35.0 million (the

"Rights Issue"). In said announcement, it was stated that the Company received

subscriptions for a total of 24,194,533 Units, corresponding to approx. 41.4% of

the Units offered, during the subscription period for the Rights Issue.

Approximately NOK 24.5 million of the Rights Issue was guaranteed through

subscription commitments and so-called bottom guarantee commitments.

Furthermore, the Company had received a so-called top guarantee commitment of an

amount corresponding to approximately NOK 10.5 million. In the event that the

top guarantor had to fulfill its top guarantee commitment, the subscription

amount was be paid to the Company by the top guarantor subscribing for a

convertible loan in the Company (the "Convertible Loan"). The total subscription

price for the Convertible Loan would be equivalent to the total subscription

price of the Rights Issue, minus the subscription price of the Units subscribed

by the existing shareholders of the Company and the Units subscribed by the

bottom guarantors. However, the subscription price would not be less than NOK

5.0 million.

Based on the subscription rate of the Rights Issue, the size of the Convertible

Loan will be NOK 10,514,472. The Convertible Loan is due on 20 December 2024

(the "Maturity Date") and an interest of 10% p.a. + 3-month STIBOR. The

Convertible Loan shall either be repaid or converted to shares by the top

guarantor within the Maturity Date. The subscription price per share upon

conversion of the Convertible Loan shall be 130% of the subscription price in

the Rights Issue, i.e., NOK 0.78 per share.

For more information, please refer to the EGM minutes published by the Company

on 22 November 2023.

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 20:05 on 14 December 2023.

For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@zwipe.com

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 NOTICE

Publication, release or distribution of this press release may in certain

jurisdictions be subject to legal restrictions and persons in the jurisdictions

where this press release has been made public or distributed should be informed

of and follow such legal restrictions. The recipient of this press release is

responsible for using this press release and the information herein in

accordance with applicable rules in each jurisdiction. This press release does

not constitute an offer or solicitation to buy or subscribe for any securities

in Zwipe in any jurisdiction, either from Zwipe or from anyone else.

This press release is not a prospectus according to the definition in Regulation

(EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any

regulatory authority in any jurisdiction. A prospectus regarding the Rights

Issue described in this press release has been registered with the Swedish

Financial Supervisory Authority (Sw. Finansinspektionen) and is kept available

at, inter alia, Zwipe AS' website.

This press release does not constitute an offer or solicitation to buy or

subscribe for securities in the United States. The securities mentioned herein

may not be sold in the United States without registration, or without an

exemption from registration, under the U.S. Securities Act from 1933

("Securities Act"), and may not be offered or sold within the United States

without being registered, covered by an exemption from, or part of a transaction

that is not subject to the registration requirements according to the Securities

Act. There is no intention to register any securities mentioned herein in the

United States or to issue a public offering of such securities in the United

States. The information in this press release may not be released, published,

copied, reproduced or distributed, directly or indirectly, wholly or in part, in

or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore,

South Africa, the United States or any other jurisdiction where the release,

publication or distribution of this information would violate current rules or

where such an action is subject to legal restrictions or would require

additional registration or other measures beyond those that follow from Swedish

and Norwegian law. Actions in contravention of this instruction may constitute a

violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company's

intentions, estimates or expectations with regard to the Company's future

results, financial position, liquidity, development, outlook, estimated growth,

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

active. Forward-looking statements are statements that do not refer to

historical facts and can be identified by the use of terms such as "believes,"

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

"should," "could" and, in each case, their negative, or comparable terminology.

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

assumptions, which in several cases are based on further assumptions. Although

the Company believes that the assumptions reflected in these forward-looking

statements are reasonable, there is no guarantee that they will occur or that

they are correct. Since these assumptions are based on assumptions or estimates

and involve risks and uncertainties, actual results or outcomes, for many

different reasons, may differ materially from those what is stated in the

forward-looking statements. Due to such risks, uncertainties, eventualities and

other significant factors, actual events may differ materially from the

expectations that expressly or implicitly are contained in this press release

through the forward-looking statements. The Company does not guarantee that the

assumptions which serve as a basis for the forward-looking statements in this

press release are correct, and each reader of the press release should not rely

on the forward-looking statements in this press release. The information,

opinions and forward-looking statements that expressly or implicitly are stated

herein are provided only as of the date of this press release and may change.

Neither the Company nor any other party will review, update, confirm or publicly

announce any revision of any forward-looking statement to reflect events that

occur or circumstances that arise with respect to the contents of this press

release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First

North Growth Market's rules for issuers.