Zwipe AS — Capital/Financing Update 2023

Nov 8, 2023

Zwipe AS - key information relating to the proposed rights issue of NOK 35 million

Zwipe AS - key information relating to the proposed rights issue of NOK 35 million

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

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

SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER

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.

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 share and one warrant, with

preferential rights for existing shareholders amounting to approximately NOK 35

million (the "Rights Issue").

Date on which the terms and conditions of the rights issue were announced: 8

November 2023

Ex-date: 23 November 2023

Date of approval: 22 November 2023

Record Date: 24 November 2023

Maximum number of new shares: 58,413,732

Maximum number of new warrants: 58,413,732

Subscription price per share: 0.60 per share

Ratio preferential rights: One right per share held in the Company

Subscription ratio: One right entitles the holder to subscribe for one share and

one warrant

Manager and bookrunner: Hagberg & Aneborn Fondkommission AB

Settlement agent: DNB Bank ASA

Will the rights be listed: The Company will apply for listing of the rights on

Euronext Growth and Nasdaq First Growth Market

ISIN for the rights: To be announced when assigned

Other information:

The Rights Issue is structured in a manner where each right gives the holder the

right to subscribe for one share and one warrant (Norwegian: frittstående

tegningsrett), with a combined subscription price of NOK 0.60, representing a

subscription price per share of NOK 0.60 and no consideration for the warrant.

Each warrant holder may exercise all or some of its warrants in the period

beginning on 2 December 2024 and ending on 13 December 2024. Two warrants give

the right to require issue of one ordinary share. Exercise shall be carried out

by written notice, which shall be received by the Company within the

abovementioned exercise period. The subscription price upon exercise of the

warrants shall for subscription of one share in the Company be 70% of the ten

-day VWAP (Volume Weighted Average Price) Company's shares on Euronext Growth

Oslo the last ten (10) trading days prior to commencement of the Exercise

Period, but never lower than NOK 0.10 per share and never higher than 1.20 per

share.

Out of the maximum number of new shares to be issued in the rights issue, a

maximum of 14,367,509 new shares will be issued to the part of the shareholder

based which trades shares in Norway through Euronext Securities Oslo (VPS) (the

"Norwegian Offering"), and a maximum of 44,046,223 new shares will be issued to

the part of the shareholder based which trades shares in Sweden through

Euroclear Sweden AB (the "Swedish Offering"). The split is based on the

relationship between the trade in the two countries as per the end of 7 November

2023, and there will from and including 7 November 2023 temporarily be imposed a

block for repositioning of trading in the shares in the Company between the two

systems until and including the record date in the Rights Issue.

In the Swedish Offering, the subscription price of NOK 0.60 shall be settled in

SEK, and will be fixed at SEK 0.59, based on the European Central Bank's

published exchange rate on 7 November 2023. According to the Norwegian Private

Limited Liability Companies Act (the "NPLCA") regulations, settlements in a

currency other than NOK are considered as an in-kind contribution, and the Board

has in this respect prepared a statement in accordance with the NPLCA Section 2

-6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS.

The Board's statement with the auditor's confirmation, will be made available at

the Company's website: www.zwipe.com.

This information is published in accordance with the requirements of the

continuing obligations for issuers listed on Euronext Growth.

For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@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.