Zwipe AS — Governance Information 2023

Apr 24, 2023

Zwipe AS

Report from the Nomination Committee to the Annual General Meeting to be held on 11 May 2023.

Since the Extraordinary General Meeting of Zwipe on 28 January 2021, the Nomination Committee consists of:

Chair Lars Windfeldt Member Niclas Eriksson Member Jörgen Lantto (Chair of the board)

Background:

• The Nomination Committee has obtained the result of the Board's internal evaluation of its work during 2022.
• The Nomination Committee has had further discussions with members of the Board and members of the Management Team on the work of the Board and the competencies needed to support the company in its next phase.
• The Nomination Committee has carried out 4 meetings as part of its work during 2023.

Today, the board consists of:

Chair	Jörgen Lantto
Member	Dennis Jones
Member	Johan Biehl
Member	Tanya Juul Kjaer
Member	Diderik Schonheyder
Member	Stina Granberg

The current board was elected for 2 years in May 2022. For the upcoming period, Johan Biehl, Stina Granberg and Diderik Schonheyder have informed the Nomination Committee that they are not able to continue as board members for Zwipe.

On the basis of this background, the Nomination Committee has assessed the respective background of the Boards' members, and the individual Board member's other competencies, when determining the future needs of the board.

The Nomination Committee proposes to reduce the number of members of the Board from currently 6 persons to 5 persons.

The nomination committee proposes that Christina Örn and David Chew are elected as new members of the Board. If approved by the Annual General Meeting, Zwipe's Board would consist of the following:

Chair	Jörgen Lantto
Member	Dennis Jones
Member	Tanya Juul Kjaer
Member	Christina Örn	New Board member
Member	David Chew	New Board member

Below follows a short description of the proposed new Board members:

Christina Örn:

Christina serves as Head of Payments and Cards with Länsförsäkringar Bank AB in Sweden. Christina has extensive experience in the financial services industry, particularly in the area of payments and cards. She has held various leadership roles in companies such as Länsförsäkringar Bank, Fido Consulting AB, Tieto, Visa, SEB and Nordea. Christina has experience in business development, sales, project management, change management, and team management. She has a Diploma in Marketing and Economics from Företagsekonomiska Institutet in Stockholm, and she has completed studies in Economics, upper secondary school at Teljegymnasiet, Södertälje.

Christina is a Swedish citizen, living in Sweden.

David Chew:

David has until recently served as Senior Vice President, Finance, Issuer Solutions with TSYS, a global payment services company to worldwide financial and nonfinancial institutions spanning the Americas, Europe, Asia, Middle East and Africa. David was a member of the Issuer Solutions and International Executive Leadership teams driving financial management globally. David had various positions in TSYS between 2006 and 2023. In addition to TSYS, he has also had positions with Fujitsu, Cincom Systems and KPMG. David has a Law degree from De Montford University and is a qualified Chartered Accountant.

David is a British citizen, living in the United Kingdom.

Based on the new proposed Board members together with existing Board members, the Board will possess deep and international competence in the card industry, payments, fintech, biometrics, semiconductor and electronics, as well as broad competence in governance for public companies in the Nordic region, and financial management.

Remuneration;

For the period from 11 May 2023 to the date of the Annual General Meeting in 2024, the nomination committee proposes to retain the same remuneration to the board members as for the period from the Annual General Meeting in 2022 to the Annual General Meeting in 2023, which is as follows:

Chair	NOK	260 000,-
Member	NOK	130 000,-

The total compensation for the Board is thus 780,000 NOK.

For the period from 11 May 2023 to the date of the Annual General Meeting in 2024, the Nomination Committee proposes that no remuneration is paid to the Nomination Committee.

Stockholm / Oslo, 24 April 2023

_______________________ _ Chair: Lars Windfeldt _______________________ _ Member: Niclas Eriksson _______________________ _

Member: Jörgen Lantto