Zwipe AS — Share Issue/Capital Change 2020

Sep 7, 2020

Zwipe AS: Successfully completed private placement and primary insider notification

Zwipe AS: Successfully completed private placement and primary insider notification

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE

PRESS RELEASE.

OSLO, NORWAY - 07 September 2020 - Reference is made to the stock exchange

release from Zwipe AS ("Zwipe" or the "Company") published earlier this evening

regarding a contemplated private placement.

The Company is pleased to announce that it has raised approximately NOK 96

million in gross proceeds through a private placement (the "Private Placement")

of 6,381,315 new shares (the "New Shares"), at a price of NOK 15 per share. The

Private Placement took place through an accelerated book building process

managed by retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint

bookrunners (together the "Managers") after close of markets on 7 September

2020. The Offer Shares were placed to international institutional investors and

existing shareholders of the Company.

The net proceeds of the Private Placement will be used to fund further

development and commercialization of the Company, general operating cost and

strategic investments.

André Løvestam, CEO of Zwipe said: "After completion of this private placement,

Zwipe is funded through commercial launches in 2021 and beyond based on the

current business plan and market assumptions. We now look forward to taking a

leading role in the biometric payment space and embarking on a long journey of

value creation for our customers, our shareholders and society at large."

Jörgen Lantto, chairman of the board of directors of Zwipe ("the Board") said:

"We are humble and proud to receive overwhelming support from high quality

international and Nordic institutional investors, considerably strengthening our

shareholder base. In particular, the new funding will allow the company to

further accelerate our commercial activities to cater for the strong demand from

smart card manufacturers and card issuers for Zwipe Pay ONE, our new technology

platform for biometric payment cards".

The payment date for the Offer Shares will be on or about 10 September 2020,

with delivery of the Offer Shares expected on or about 14 September 2020. The

Offer Shares will be tradable following the registration of the share capital

increase in the Norwegian Register of Business Enterprises expected to take

place on or about 14 September 2020, and trading is expected to commence

simultaneously at Merkur Market and Nasdaq First North Growth Market on or about

14 September 2020.

The completion of the Private Placement was subject to approval by the Board

pursuant to an authorisation to increase the share capital given by the annual

general meeting held on 14 May 2020.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have 31,906,576 shares outstanding, each with a par

value of NOK 0.10.

Primary insider Jörgen Lantto, chairman of the Company, was allocated 333,333

shares in the Private Placement. Mr. Lantto's shareholding after completion of

the rights issue will be 866,666 shares. The allocation of shares to Jörgen

Lantto is subject to shareholder approval at an extraordinary general meeting.

Primary insider Energetic AS, owned by André Løvestam, CEO of Zwipe, was

allocated 20,000 shares in the Private Placement. Following this transaction,

André Løvestam owns 500,000 shares in the Company through Energetic AS.

Primary insider Lars Kristian Solheim, CFO of Zwipe, was allocated 20,000 shares

in the Private Placement. Following this transaction, Lars Kristian Solheim owns

90,000 shares in the Company.

Primary insider Bishwajit Choudhary, EVP of Strategy and Channels of Zwipe, was

allocated 20,000 shares in the Private Placement. Following this transaction,

Bishwajit Choudhary owns 25,500 shares in the Company.

Primary insider Dr. Robert Mueller, CTO of Zwipe, was allocated 20,000 shares in

the Private Placement. Following this transaction, Dr. Robert Mueller owns

48,572 shares in the Company.

Primary insider Eric Mercer, CEO of Zwipe America Inc., was allocated 5,500

shares in the Private Placement. Following this transaction, Eric Mercer owns 5

500 shares in the Company.

The Board will shortly call for an extraordinary general meeting, to be held on

or about 29 September 2020 ("the EGM"), which will be requested, inter alia, to

make a new authorisation to the Board to issue shares to strengthen the

Company's equity. Provided that the EGM provides the authorisation, it is the

Board's intention to use this to carry out a subsequent offering of up to NOK 15

million / 1,000,000 shares towards shareholders of the Company as of 7 September

2020 (as registered in the VPS and Euroclear Sweden AB) who (i) were not

allocated Offer Shares in the Private Placement, and (ii) are not resident in a

jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway and Sweden) require any prospectus, filing, registration or

similar action. Such shareholders will be granted non-transferable subscription

rights to subscribe for, and, upon subscription, be allocated new shares. One

subscription right will entitle the holder to subscribe for one share in the

Subsequent Offering. Oversubscription and subscription without rights will be

allowed. The subscription price in the Subsequent Offering will be the same as

the subscription price in the Private Placement. The Subsequent Offering will,

if approved, commence after a prospectus describing the Subsequent Offering has

been approved by the Financial Supervisory Authority of Norway. The Board may at

its discretion decide not to proceed with the Subsequent Offering.

The Board has considered the offering of new shares in Private Placement in

light of the equal treatment obligations under the Continuing obligations of

companies admitted to trading on Merkur Market and Oslo Børs' Circular no.

2/2014, and is of the opinion that the contemplated transaction is in compliance

with these requirements. The Board of Directors concluded that the waiver of the

preferential rights inherent in a private placement was considered necessary in

the interest of time and successful completion of the share issue. The Private

Placement will allow the Company to raise capital faster, with a lower discount

and with significantly lower transaction costs than what a rights issue would

entail, and it will also allow for the Company to strengthen its shareholder

base to the benefit of the shareholders and the Company. On this basis, and

based on an assessment of the current equity markets, the Board has considered

the Private Placement to be in the common interest of the Company and its

shareholders. As a consequence of the Private Placement structure, the

shareholders' preferential rights will be deviated from.

Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with

respect to Norwegian law,  White & Case Advokat AB and Kanter Advokatbyrå KB are

acting as legal advisor with respect to Swedish law.

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: André Løvestam, CEO, +47 991 66 135

ir@zwipe.com

This is information that Zwipe AS is obliged to make public pursuant to the

Continuing obligations of companies admitted to trading on Oslo Børs Merkur

Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation.

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 23:50 CET on 7 September 2020.

This release is issued for information purposes only, and does not constitute or

form a part of any offer or solicitation to purchase or subscribe for securities

in the United States, or any other jurisdiction in which such distribution would

be unlawful or would require registration or other measures. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. The

Company does not intend to register any portion of the offering of the

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

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company'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.