Zwipe AS — Capital/Financing Update 2023

Nov 28, 2023

Zwipe AS - Commencement of the Subscription Period in the Rights Issue

Zwipe AS - Commencement of the Subscription Period in the Rights Issue

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND,

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JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS

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 - 28 NOVEMBER 2023 - Reference is made to the stock exchange

announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November

2023, in which the Company announced that its board of directors has resolved to

propose that the Company carries out a new 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 (the "Warrants"), with preferential rights for existing

shareholders per unit (the "Units"), amounting to approximately NOK 35 million

(the "Rights Issue"). The subscription price in the Rights Issue is NOK 0.60 per

Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth

Market Sweden, based on the European Central Bank's published exchange rate on 7

November 2023 (the "Subscription Price").

Reference is further made to the stock exchange announcement published by the

Company on 24 November 2023 where the Company announced that the prospectus

pertaining to the Rights Issue had been approved and registered by the Swedish

Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been

passported to Norway.

Availability of the prospectus:

Subject to applicable local securities laws, the prospectus for the Rights Issue

is available on the Company's website www.zwipe.com and will also be available

on the Swedish Financial Supervisory Authority's website, www.fi.se.

Eligibility:

The shareholders of the Company on 22 November 2023 (the "Eligible

Shareholders") (and being registered as such in the Norwegian Central Securities

Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24

November 2023 (the "Record Date") has been granted one (1) subscription right

for each share registered as held by the shareholder as of the Record Date (the

"Subscription Rights"). One (1) Subscription Right is required to subscribe for

one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant. The

Subscription Rights will be registered on each Eligible Shareholders' VPS

account.

Allocation of Subscription Rights:

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

allocated, one Unit at the Subscription Price (subject to applicable law in the

relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be

allocated one (1) Subscription Right for every one (1) existing share registered

as held by such eligible shareholder as of the Record Date. For a description of

the allocation procedure, acquisition and/or exercise of Subscription Rights,

reference is made to the section headed "Terms and Conditions of the Offering"

under sub-heading "Allocation of the Units" in the Prospectus.

Subscription Period: The subscription period in the Rights Issue taking place on

Euronext Growth Oslo will commence at 09:00 hours (CET) on 28 November 2023 and

expire at 16:30 hours (CET) on 13 December 2023. The subscription period in the

Rights Issue for the part of the Rights Issue taking place on Nasdaq First North

Growth Market Sweden will commence at 09:00 hours (CET) on 28 November 2023 and

expire at 16:30 hours (CET) on 12 December 2023.

Trading in Subscription Rights: The Subscription Rights will be listed and

tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours

(CET) on 28 November 2023 to 16:30 hours (CET) on 7 December 2023 on Euronext

Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights

that are not used to subscribe for Units or sold before the expiry of the

Subscription Period will have no value and will lapse without compensation to

the holder. The Subscription Rights may have economic value if the Company's

shares trade above the Subscription Price during the Subscription Period.

Change in share capital, number of shares and dilution:

Based on the outstanding number of shares as of today, the share capital in the

Company increases through the Rights Issue by a maximum of NOK 5,841,373.20,

from NOK 5,841,373.20 to a maximum of NOK 11,682,746.40, through the issuance of

a maximum of 58,413,732 shares. The number of shares increases from 58,413,732

to a maximum of 116,827,464 shares. For existing shareholders who do not

participate in the Rights Issue, this implies a dilution effect of 50.0 percent

in the case of full subscription.

Upon full subscription in the Rights Issue and subsequent subscription of NOK 5

million in the Convertible Loan (as defined below), the number of shares will

increase by a further 6,410,256 to 123,237,720 shares and the share capital by

NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible

Loan.

In the event that all outstanding warrants issued in the Rights issue are fully

exercised for the subscription of new shares in Zwipe, the number of shares will

increase by a further 29,206,866 to a total of 152,444,586 shares and the share

capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60.

In the event that all outstanding warrants issued in connection with the

Convertible Loan are fully exercised for the subscription of new shares in

Zwipe, the number of shares will increase by a further 3,205,128 to a total of

155,649,714 shares and the share capital will increase by 320,512.80 to a total

of 15,564,971.40 SEK.

Subscription Price:

The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext

Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden,

based on the European Central Bank's published exchange rate on 7 November 2023.

Pre-commitment and bottom guarantee commitments:

In connection with the Rights Issue, the Company has received subscription

commitments from a number of existing shareholders totaling approximately NOK

8.8 million, corresponding to approximately 25 percent of the Rights Issue. No

compensation is paid for these subscription commitments.

In addition, Zwipe has received so-called bottom guarantee commitments of

approximately NOK 15.8 million. Through the bottom guarantees, provided that

subscription takes place to an amount at least equivalent to the subscription

commitments, approximately 70 percent of the issue proceeds in the Rights issue

is secured. For the so-called bottom guarantees, a compensation of thirteen (13)

percent of the guaranteed amount is paid. The subscription commitments and

bottom guarantee commitments are not secured by bank guarantee, escrow funds,

pledging or similar arrangements. Detailed information regarding the parties

that have entered into subscription commitments and guarantee undertakings can

be found in the Prospectus.

Top guarantee commitment and new issue of the Convertible Loan and Warrants

pursuant to the top guarantee commitment

Zwipe has received a so-called top guarantee of approximately NOK 10.5 million.

Through the top guarantee, provided that subscription takes place to an amount

at least equivalent to the subscription commitments and the bottom guarantee

commitments, 100 percent of the issue proceeds in the Rights Issue is secured.

For the so-called top guarantee, a compensation of fifteen (15) percent of the

guaranteed amount is paid. The top guarantee commitment is not secured by bank

guarantee, escrow funds, pledging or similar arrangements. In the event that the

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

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

convertible loan in the Company of up to approximately NOK 10.5 million (the

"Convertible Loan"). The total subscription price for the Convertible Loan will

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 shall not be less than NOK 5.0 million. For instance, if the

Rights Issue is subscribed to 75%, the top guarantor will subscribe in the

Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is

subscribed to 95%, the top guarantor will subscribe for 5% of the Rights Issue,

adjusted up to an amount equal to base amount of NOK 5.0 million. This means

that the total potential funds raised in the Rights Issue and the Convertible

Loan could amount to approximately NOK 40.0 million in aggregate. The

Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of

the loan amount. The interest will be paid by the Company quarterly in cash. The

maturity date of the Convertible Loan is 20 December 2024, to the extent

conversion has not taken place before such date. The conversion price is 130

percent of subscription price in the Rights issue, which is equal to NOK 0.78

per share. The top guarantor will also have the right and obligation to

subscribe for Warrants free of charge in relation to the subscription price for

the Convertible Loan. The number of Warrants the top guarantor shall be entitled

to subscribe for will amount to the maximum number of Units in the Rights Issue

less the aggregate number of Units subscribed for by existing shareholders in

the Company and Units subscribed for under the bottom guarantee commitments

divided by 0.78. Detailed information regarding the top guarantor can be found

in the Prospectus.

Financial Intermediaries: If an Eligible Shareholder holds shares in the Company

registered through a financial intermediary as of expiry of the Record Date, the

financial intermediary will customarily give the Eligible Shareholder details of

the aggregate number of the Subscription Rights to which they will be entitled.

The relevant financial intermediary will customarily supply each Eligible

Shareholder with this information in accordance with its usual customer

relations procedures. Eligible Shareholders holding their shares in the Company

through a financial intermediary should contact the financial intermediary if

they have received no information with respect to the Rights Issue.

Listing and Commencement of trading of the new shares: Subject to timely payment

of the entire subscription amount in the Rights Issue, it is expected that the

new shares will be issued and delivered to the VPS accounts of the subscribers

to whom they are allocated on or about 28 December 2023. The new shares

allocated in the Rights Issue are expected to commence trading on Euronext

Growth Oslo and Nasdaq First North Growth Market Sweden on or about 28 December

DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.

Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection

with the Rights Issue.

For further details of the terms of the Rights Issue, please refer to the

Prospectus.

This information is published in accordance with the requirements of the

Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext

Growth Oslo.

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 will be prepared by the

Company and published on the Company's website after the prospectus has been

reviewed and approved by the Swedish Financial Supervisory Authority (Sw.

Finansinspektionen).

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.

Offers to the public will be permitted in Sweden and Norway from and including

the date of approval of the prospectus by the competent authority in Sweden and

the competent authority in Norway has been notified in accordance with the

Prospectus Regulation, through to and including the end of the subscription

period in the Rights Issue.

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.