Zwipe AS — Capital/Financing Update 2024

Nov 10, 2024

Zwipe AS - key information relating to the proposed rights issue of approximately NOK 40 million

Zwipe AS - key information relating to the proposed rights issue of approximately NOK 40 million

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

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

ZEALAND, RUSSIA, 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.

Reference is made to the stock exchange announcement published by Zwipe AS

("Zwipe" or the "Company") on 7 November 2024, in which the Company announced

that its board of directors had 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

39.7 million (the "Rights Issue").

Date on which the terms and conditions of the rights issue were announced: 7

November 2024

Date of approval: 3 December 2024

Ex-date: 4 December 2024

Record Date: 5 December 2024

Maximum number of new shares: 397,213,376

Maximum number of new warrants: 397,213,376

Subscription price per share: 0.10 per share

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

Subscription ratio: One right entitles the holder to subscribe for four shares

and four warrants

Manager and bookrunner: Bergs Securities 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 four shares and four warrants (Norwegian: frittstående

tegningsrett), with a combined subscription price of NOK 0.10, representing a

subscription price per share of NOK 0.10 and no consideration for the warrant.

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

beginning on 3 March 2025 and ending on 14 March 2025. 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 is NOK 0.10.

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

maximum of   122 010 100 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 275 203 276 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

2024, and there will from and including 7 November 2024 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 0.10 shall be settled in

SEK, and will be fixed at SEK 0.10, based on the European Central Bank's

published exchange rate on 7 November 2024. 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.

Advisor

Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial

and legal advisors respectively in connection with the Rights Issue.

For further information contact:

Robert Puskaric, CEO of 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 the date and time provided.

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

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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia,

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.