Zwipe AS — Share Issue/Capital Change 2020

Oct 28, 2020

Zwipe AS: Final Results of the Subsequent Offering

Zwipe AS: Final Results of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

OSLO, NORWAY - 28 October 2020 -

Reference is made to the stock exchange announcement from Zwipe AS ("Zwipe" or

the "Company") dated 27 October 2020 with the preliminary results of the

subsequent offering of up to one million new shares (the "Subsequent Offering"),

each with a nominal value of NOK 0.10 and at a subscription price of NOK 15.00

(the "Offer Shares").

The subscription period for the Subsequent Offering expired on 27 October 2020

at 16:30 hours (CET). By the end of the subscription period, the Company had

received valid subscriptions for 4,073,802 Offer Shares.

The board of directors of Zwipe has today resolved the allocation related to the

Subsequent Offering in accordance with the allocation criteria presented in the

prospectus dated 19 October 2020. A total of 740,736 Offer Shares were allocated

based on subscription rights and a total of 259,264 Offer Shares were allocated

based on over-subscriptions of 1,829, 982 new shares made by holders of

subscription rights. No Offer Shares were allocated to subscriptions of

1,503,084 new shares made by investors without subscription rights.

Furthermore and in order to complete the Subsequent Offering, the board of

directors has resolved the capital increase pertaining thereto, and hereunder

resolved to increase the share capital with NOK 100,000 through issuing

1,000,000 new shares each with a nominal value of NOK 0.10 and at a subscription

price of NOK 15 per share, giving gross proceeds of NOK 15 million. The

resolution was made by the board of directors on basis of the authorization

granted by the general meeting on 29 September 2020.

The following primary insiders or close associates of primary insiders have been

allocated Offer Shares in the Share Issue.

· Primary Insider Concito AS, owned by Pål Eivind Vegard, board member of

Zwipe, was allocated 32,477 Offer Shares in the Subsequent Offering. Following

this transaction, Pål Eivind Vegard owns 568,087 shares in the Company through

Concito AS

· Primary Insider Feat Invest AB, a company where board member of Zwipe, Johan

Biehl, is a board member, was allocated 18,280 Offer Shares in the Subsequent

Offering. Following this transaction, Feat Invest AB owns 319,780 shares in the

Company

· Primary Insider Johan Biehl, board member of Zwipe, was allocated 12,169

Offer Shares in the Subsequent Offering. Following this transaction, Johan Biehl

owns 212,883 shares in the Company

· Primary Insider Dennis Jones, board member of Zwipe, was allocated 2,728

Offer Shares in the Subsequent Offering. Following this transaction, Dennis

Jones owns 65,228 shares in the Company

· Primary Insider Diderik Schonheyder, board member of Zwipe, was allocated

302 Offer Shares in the Subsequent Offering. Following this transaction, Diderik

Schonheyder owns 5,302 shares in the Company

The Company will on 29 October distribute allocation letters with payment

information to all subscribers who have been allocated Offer Shares. The due

date for payment is on or about 30 October 2020. Delivery of the Offer Shares is

expected to take place on or about 6 November 2020, through the facilities of

VPS and Euroclear. Trading in the Offer Shares on Merkur Market or Nasdaq First

North Growth Market (as the case may be) is expected to commence on or about 6

November 2020. Arctic Securities AS acts as manager in the Subsequent Offering.

Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case

acts as Swedish legal counsel to Zwipe.

Zwipe AS is obliged to make this information public pursuant to the Continuing

obligations of companies admitted to trading on Merkur Market and Nasdaq First

North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB,

info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for

publication, through the agency of the contact person set out above, at 16:50

CET on 28 October 2020.

This release is issued for information purposes only, and this document is not

an offer to sell or a solicitation of offers to purchase or subscribe for

shares. Copies of this document may not be sent to jurisdictions, or distributed

in or sent from jurisdictions, in which this is barred or prohibited by law. The

information contained herein shall not constitute an offer to sell or the

solicitation of an offer to buy, in any jurisdiction in which such offer or

solicitation would be unlawful absent registration, or an exemption from

registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America. This document is not an offer for sale of securities

in the United States. Securities may not be offered or sold in the United States

absent registration with the United States Securities and Exchange Commission or

an exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"). The Company does not intend to register any part of the

offering in the United States or to conduct a public offering in the United

States of the shares to which this document relates. The Managers are acting for

the Company in connection with the Private Placement and no one else and will

not be responsible to anyone other than the Company for providing the

protections afforded to their respective clients or for providing advice in

relation to the Private Placement or any transaction or arrangement referred to

in this press release. This announcement and any materials distributed in

connection with this announcement may contain certain forward-looking

statements. By their nature, forward-looking statements involve risk and

uncertainty because they reflect Zwipe's current expectations and assumptions as

to future events and circumstances that may not prove accurate. A number of

material factors could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking statements.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.

About Zwipe

Zwipe is pioneering the next generation contactless payments experience,

providing biometric payment cards and wearables that enable consumers to

authorize transactions with their fingerprints without compromising their

privacy. Together with an ecosystem of partners including global brands within

digital security and financial services, Zwipe is "Making Convenience Safe &

Secure" for banks, merchants and consumers. Zwipe's solutions address the

hygiene and data theft pitfalls inherent in traditional authentication methods.

Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next

great shift in payments from contactless to contact free. To learn more, visit

www.zwipe.com

For further information please contact: Lars Kristian Solheim, CFO, +47 991 66

135  ir@zwipe.com