Zwipe AS — Capital/Financing Update 2023

Mar 6, 2023

Zwipe AS - Commencement of the subscription period for the rights issue

Zwipe AS - Commencement of the subscription period for the rights issue

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

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

SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH

ACTION 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

OSLO, NORWAY - 6 MARCH 2023 - Reference is made to previous stock exchange

announcements from Zwipe AS (the "Company" or "Zwipe") regarding a fully

guaranteed rights issue of 20,862,047 new shares in the Company (the "Offer

Shares"), raising gross proceeds of NOK 100,137,825,60 (the "Rights Issue").

The subscription period in the Rights Issue starts today, 6 March 2023, at 09:00

hours (CET). Certain information about the Rights Issue is set out below. The

complete terms and conditions of the Rights Issue are set out in the Prospectus

(as defined below).

Erik Penser Bank AB is acting as manager in the Rights Issue (the "Manager").

Allocation and grant of subscription rights

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

such in Euronext Securities Oslo, the Norwegian Central Securities Depository

("VPS") or in Euroclear Sweden AB through the arrangement with SIX SIS AG

("Euroclear") as at the expiry of 1 March 2023 (the "Record Date", the "Existing

Shareholders" and "Existing Share(s)") will be granted transferable subscription

rights in the Rights Issue (the "Subscription Rights") that, subject to

applicable law, provide preferential rights to subscribe for, and be allocated,

Offer Shares at a subscription price of NOK 4.80 each (the "Subscription

Price").

Each Existing Shareholder has been granted one (1) Subscription Right for each

Existing Share registered as held by the Existing Shareholder in VPS or in

Euroclear at the Record Date. The Subscription Rights have been distributed free

of charge to the Existing Shareholders.

Nine (9) Subscription Rights will, subject to applicable law, give the right to

subscribe for, and be allocated, five (5) Offer Shares in the Rights Issue.

The grant or purchase of Subscription Rights and the subscription of Offer

Shares by persons resident in, or who are citizens of countries other than

Norway or Sweden, may be affected by laws of the relevant jurisdiction. For more

information regarding restrictions in relation to the Rights Issue, see Section

16 "Selling and Transfer Restrictions" in the prospectus prepared by the Company

and dated 1 March 2023 (the "Prospectus"). The Prospectus is, subject to

applicable local securities laws, available at the websites of the Company

(https://www.zwipe.com/investors/reports) and the Manager

(https://www.penser.se/corporate-finance/#pagaende-uppdrag).

Subscription period

The subscription period will commence on 6 March 2023 at 09:00 hours (CET) and

end on 20 March 2023 at 16:30 hours (CET) (the "Subscription Period"). The

Subscription Period may not be shortened, but the Company's board of directors

(the "Board") may extend the Subscription Period and, if so required by the EU

Prospectus Regulation, make public a supplement to the Prospectus.

Subscription Rights

The Subscription Rights in the Rights Issue will be tradeable on Euronext Growth

Oslo under the ticker code "ZWIPT" and on Nasdaq First North Growth Market under

the ticker code "ZWIPE TR" from 6 March 2023 at 09:00 hours (CET) until close of

trading on Euronext Growth Oslo (at 16:30 hours CET) and on Nasdaq First North

Growth Market (at 17:30 hours CET), respectively, on 14 March 2023.

Persons intending to trade in Subscription Rights should be aware that trading

in, and exercise of, Subscription Rights by holders who are located in

jurisdictions outside of Norway or Sweden may be restricted or prohibited by

applicable securities laws. See Section 16 "Selling and Transfer Restrictions"

in the Prospectus for further information.

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the Subscription Period on 20 March 2023 at 16:30 hours (CET) or sold

before 14 March at 16:30 hours (CET) will have no value and will lapse without

compensation to the holder.

The Subscription Rights are expected to have economic value if the Company's

shares trade above the Subscription Price during the Subscription Period.

Existing Shareholders who do not use their Subscription Rights will experience a

dilution of their shareholding in the Company, as further detailed in Section

5.22 "Dilution" of the Prospectus.

Subscription Price

The Subscription Price is NOK 4.80 per Offer Share.

Subscription procedures

Subscription procedures for subscribers with a VPS account

Subscriptions for Offer Shares by subscribers with a VPS account must be made by

submitting a correctly completed subscription form ("Subscription Form") to DNB

Bank ASA, Registrar's Department (the "VPS Registrar") during the Subscription

Period, or may, for subscribers who are residents of Norway with a Norwegian

personal identification number (Nw. fødselsnummer), be made online as further

described below.

Correctly completed Subscription Forms must be received by the VPS Registrar at

the following address: Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021

Oslo, Norway, or e-mail address: retail@dnb.no , or in the case of online

subscriptions be registered, no later than 16:30 hours (CET) on 20 March 2023.

Subscribers who are residents of Norway with a Norwegian personal identification

number are encouraged to subscribe for Offer Shares through the VPS online

subscription system (or by following the link on

https://www.zwipe.com/investors/reports, which will redirect the subscriber to

the VPS online subscription system). All online subscribers must verify that

they are Norwegian residents by entering their national identity number. In

addition, the VPS online subscription system is only available for individual

persons and is not available for legal entities. Legal entities must, thus,

submit a Subscription Form in order to subscribe for Offer Shares. Subscriptions

made through the VPS online subscription system must be duly registered before

the expiry of the Subscription Period.

Subscribers that are not able to use the VPS online subscription system must

submit a correctly completed Subscription Form to the VPS Registrar during the

Subscription Period. The Subscription Form is attached to the Prospectus.

Subscription procedures for the Swedish market

Subscriptions for Offer Shares by holders of Subscription Rights through

Euroclear must be made pursuant to the instructions they receive from either

Euroclear or the holders' bank or financial intermediary during the Subscription

Period.

The underwriting and subscription commitments

The gross proceeds of the Rights Issue have been fully guaranteed by certain pre

-committed shareholders (the "Pre-Committed Shareholders") and certain

underwriting shareholders (the "Underwriters") in underwriting agreements dated

22 November 2022 (the "Underwriting Agreements" and the "Underwriting").  The

Underwriters have, on a firm commitment basis, undertaken, severally and not

jointly, and otherwise on the terms and conditions set out in the Underwriting

Agreements to underwrite the Rights Issue for a total underwriting amount of

NOK 65,612,198.40, i.e. for all the Offer Shares less an amount of

NOK 34,525,627.20 being covered by subscription commitments from the Pre

-Committed Shareholders.

Pursuant to the Underwriting Agreements, each Underwriter will receive an

underwriting fee of 14% of their respective underwritten amount.

The Underwriting will expire in the event that the relevant Underwriter is not

notified of any allocation under the Underwriting Agreement within 30 April

See Section 5.23 "The Underwriting and Subscription Commitments" in the

Prospectus for further information about the Underwriters and the Pre-committed

Shareholders.

Conditions for completion of the Rights Issue

The completion of the Rights Issue is subject to the Underwriting Agreements

remaining in full force and effect if required in order to raise the gross

proceeds.

If it becomes clear to the Board that the entire gross proceeds of the Rights

Issue will not be raised, for instance due to the Company not having received

the aggregate subscription amount for the Offer Shares, the Rights Issue will be

withdrawn. The Board may choose to delay completion of the Rights Issue if part

of the subscription amount is not received by the Company on time.

If the Rights Issue is withdrawn, all Subscription Rights will lapse without

value, any subscriptions for, and allocations of, Offer Shares that have been

made will be disregarded and any payments for Offer Shares made will be returned

to the subscribers without interest or any other compensation. The lapsing of

Subscription Rights will be without prejudice to the validity of any trades in

Subscription Rights, and investors will not receive any refund or compensation

in respect of Subscription Rights having been purchased in the market.

See section 5.5 "Completion of the Rights Issue" in the Prospectus for further

information about the completion of the Rights Issue.

Financial intermediaries

All persons or entities holding Existing Shares or Subscription Rights through

financial intermediaries (e.g., brokers, custodians and nominees) should read

Section 5.12 "Financial intermediaries" in the Prospectus. All questions

concerning the timeliness, validity and form of instructions to a financial

intermediary in relation to the exercise of Subscription Rights should be

determined by the financial intermediary in accordance with its usual customer

relations procedure or as it otherwise notifies each beneficial shareholder.

Allocation of Offer Shares - listing and commencement of trading in the Offer

Shares

Following expiry of the Subscription Period, the Offer Shares will be allocated

to subscribers in accordance with the allocation principles described in Section

5.14 "Allocation of the Offer Shares" in the Prospectus. Payment for allocated

Offer Shares falls due on or about 24 March 2023.

Subject to timely payment of the entire subscription amount in the Rights Issue,

the Company expects that the share capital increase pertaining to the Rights

Issue will be registered with the Norwegian Register of Business Enterprises on

or about 28 March 2023. Under the same conditions, allocated Offer Shares are

expected to be delivered on or about 29 March 2023 through the facilities of VPS

and on or about 31 March 2023 through the facilities of Euroclear. Trading in

the Offer Shares on Euronext Growth Oslo is expected to commence on or about 28

March 2023 and on Nasdaq First North Growth Market on or about 31 March 2023.

#

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, please contact:

Danielle Glenn, CFO and Head of IR

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 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 published by Zwipe on 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, 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 Euronext Growth Oslo's or

Nasdaq First North Growth Markets' regulations for issuers.