Zwipe AS — Share Issue/Capital Change 2023

Nov 8, 2023

Zwipe AS - Zwipe Board proposes rights issue of NOK 35 million

Zwipe AS - Zwipe Board proposes rights issue of NOK 35 million

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OSLO, NORWAY - 8 NOVEMBER 2023 - The board of directors (the "Board") of Zwipe

AS ("Zwipe" or the "Company") has today, 7 November 2023, resolved to propose

that the Company carries out a new issue of units, consisting of shares and

warrants, with preferential rights for existing shareholders raising gross

proceeds of approximately NOK 35.0 million (the "Rights Issue"). Approximately

NOK 24.5 million of the Rights Issue is guaranteed through subscription

commitments and so-called bottom guarantee commitments. Furthermore, the Company

has received a so-called top guarantee commitment of an amount corresponding to

approximately NOK 10.5 million. In the event that the top guarantor needs to

fulfill its top guarantee commitment, the subscription amount shall be paid to

the Company by the top guarantor subscribing for a convertible loan in the

Company (the "Convertible Loan").  Thus, the Board has also resolved to propose

that the Company carries out a new issue of the Convertible Loan of up to

approximately NOK 10.5 million. The subscription commitments, the bottom

guarantee commitments and the top guarantee commitment, entail that the Company

shall receive at least approximately NOK 35.0 million before issue costs in

connection with the Rights Issue. The Rights Issue and the new issue of the

Convertible Loan requires approval by the extraordinary general meeting of the

Company expected to be held on 22 November 2023 (the "EGM") to be implemented.

The notice of the EGM will be published in a separate press release.

Background and reason for the Rights Issue

Zwipe is a Norwegian biometric authentication technology company established in

2009, focused on developing and commercializing secure, fast, and easy-to-use

biometric authentication solutions with broad applications across key verticals

such as payments and access control.

Zwipe continues to make considerable progress within Zwipe Pay even if market

adoption during 2023 has been slower than anticipated. Zwipe has more than 20

partners worldwide, and Zwipe's partners are currently in discussions with more

than 50 potential issuers regarding pilots and launches of biometric payment

cards ("BPCs") based on Zwipe's platform. In the second quarter of 2023, Kuwait

International Bank and Middle East Payment Services were responsible for the

first commercial launches of Zwipe's biometric payment cards. Discussions are

ongoing about introducing BPCs to wider segments of their customer base in

fairly short order. These two launches have also attracted significant attention

from other financial institutions in the region, and several banks are

considering going straight to a commercial pre-launch of BPCs and skipping over

a typically lengthy pilot period. In Europe and APAC, Zwipe and its partners are

intently focusing on launching BPCs with fintechs, who have the potential to

move faster in deploying BPCs than more traditional banks.

Within Access, Zwipe continues to foster strategic partnerships that enhance

reach and credibility within the industry. Zwipe's partners include such major

players as Schneider Electric, Certego, AWT, MC Dean, and Matrix and proofs of

concept and testing are currently being carried out with clients such as

Berkshire Hathaway Energy Group, Richmond International Airport, Prosegur Grupo,

global Top 100 tech company, and a global Top 3 cloud services provider.

In June 2023, the company announced a streamlining and the full effects of that

streamlining are only being seen now in the fourth quarter 2023.  H1 2024

operational costs are expected to be more than 40% lower than H1 2023.

Management and the Board continue to evaluate strategic options and ways to

operate the company in the most cost-efficient manner possible.

The Rights Issue is carried out in order to strengthen the Company's financial

position and to accelerate the commercialization of Zwipe's biometric cards

within payments and access control. Zwipe has made substantial progress in both

Zwipe Pay and Zwipe Access, which the Company anticipates will translate to

meaningful commercial traction and revenue in the coming quarters. With the

company operating in a very cost-efficient manner, proceeds from the rights

issue alongside available cash and possible additional cost saving measures are

expected to support the Company throughout 2024 and in its transition to a phase

of sustainable, long-term commercial success.

Robert Puskaric, CEO of Zwipe comments:

"Zwipe continues to see strong interest in bringing both biometric payment and

access control cards to market globally. While commercial launches have not

happened as fast as we would have liked thus far, signs still point to market

adoption happening in the coming quarters. Proceeds from the rights issue will

give us more financial flexibility and enable us to execute on our commercial

objectives for both Zwipe Pay and Zwipe Access. We are operating in an efficient

and agile manner and proceeds from the rights issue should support us in

achieving significant commercial traction and positioning the company for

sustainable, profitable growth."

Key terms of the Rights Issue

The Board has today resolved to propose that the EGM resolves on the Rights

Issue of 58,413,732 transferable subscription rights (the "Subscription Rights")

with preferential rights for existing shareholders, whereby one Subscription

Right gives the right to subscribe for one unit ("Unit") consisting of (i) a new

share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant

of series T01 (the "Warrants") for a subscription price of NOK 0.60 per Unit.

Two Warrants give the right to subscribe for one ordinary share in the Company

in the period beginning on 2 December 2024 and ending on 13 December 2024. The

subscription price in the Rights Issue  is NOK 0.60 per Unit on Euronext Growth

Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden. The

subscription price per share corresponds to the subscription price per Unit.

Thus, the Warrants are issued free of charge. Upon full subscription, the

Company will initially receive approximately NOK 35.0 million in gross proceeds.

If Warrants are exercised, the Company will receive additional proceeds in

December 2024.

The shareholders of the Company on 22 November 2023 (and being registered as

such in the Norwegian Central Securities Depository, Euronext Securities Oslo,

(the "VPS") as at the expiry of 24 November 2023 (the "record date") will be

granted one (1) Subscription Right for each share registered as held by the

shareholder as of the record date. One (1) Subscription Right is required to

subscribe for one (1) Unit. Each Unit consists of one (1) new share and one (1)

Warrant.

Subscription of Units with or without preferential rights shall take place

during the period 28 November 2023 - 13 December 2023. Subscription Rights that

are not exercised during the subscription period become invalid and lose their

value. Trading in Subscription Rights takes place on Nasdaq First North Growth

Market and Euronext Growth Oslo during the period 28 November 2023 - 7 December

Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the

shareholders of the Company at the day of the EGM (as registered in the

Company's shareholder register in VPS two trading days thereafter (the "EGM

Record Date")), and who are not resident in a jurisdiction where such offering

would be unlawful or, would (in jurisdictions other than Norway) require any

prospectus, filing, registration or similar action, will be granted a

preferential right to subscribe for and be allocated the new shares in

proportion to the number of shares in the Company they own as of the EGM Record

Date (the "Existing Shareholding"), and will receive Subscription Rights

proportionate to their Existing Shareholding. The Company expects to apply for

admission to trading of the Subscription Rights on Euronext Growth Oslo and

Nasdaq First North Growth Market Stockholm.

Units will be allocated in the Rights Issue in accordance with the following

criteria:

a. Allocation of Units shall be made according to granted or acquired

transferable subscription rights which have been validly exercised during the

subscription period.

b. Units not allocated pursuant to a) above, will be allocated to subscribers

who have exercised their transferable subscription rights and oversubscribed.

These subscribers will be allocated additional Units based on the amount of

transferable subscription rights exercised by each subscriber. To the extent

that pro rata allocation is not possible, the Company will determine the

allocation by drawing lots.

c. If not all Units in the Rights Issue are allocated pursuant to a) and b)

above, Units will be allocated to the guarantors who have entered into bottom

guarantee commitments, on a pro-rata basis based on the amount of each

guarantor's guarantee commitment. To the extent that pro-rata allocation is not

possible, the Company will determine the allocation by drawing lots.

Two (2) Warrants entitle, during the period 2 December 2023 - 13 December 2024,

to the subscription of one (1) new share in Zwipe at an exercise price

corresponding to 70 percent of the volume-weighted average price paid for

Zwipe's share on Euronext Growth Oslo during the 10 trading days that precedes

the exercise period, however not less than NOK 0.10 and not more than NOK 1.20.

There will from and including 7 November 2023 temporarily be imposed a block for

repositioning of trading in the shares in the Company between Euronext

Securities Oslo (VPS) and Euroclear Sweden AB until and including the record

date in the Rights Issue.Full terms and conditions for the Rights Issue as well

as other information about the Company will be described in the EU Growth

Prospectus, which is expected to be published around 24 November 2023.

Subscription commitments and bottom guarantee commitments

In connection with the Rights Issue, the Company has received subscription

commitments from a number of existing shareholders totaling approximately NOK

8.8 million, corresponding to approximately 25 percent of the Rights Issue. No

compensation is paid for these subscription commitments.

In addition, Zwipe has received so-called bottom guarantee commitments of

approximately NOK 15.8 million. Through the bottom guarantees, provided that

subscription takes place to an amount at least equivalent to the subscription

commitments, approximately 70 percent of the issue proceeds in the Rights issue

is secured. For the so-called bottom guarantees, a compensation of thirteen (13)

percent of the guaranteed amount is paid.

The subscription commitments and bottom guarantee commitments are not secured by

bank guarantee, escrow funds, pledging or similar arrangements.

Detailed information regarding the parties that have entered into subscription

commitments and guarantee undertakings will be found in the EU Growth Prospectus

which is planned to be published around 24 November 2023.

Top guarantee commitment and new issue of the Convertible Loan and Warrants

pursuant to the top guarantee commitment

Zwipe has received a so-called top guarantee of approximately NOK 10.5 million.

Through the top guarantee, provided that subscription takes place to an amount

at least equivalent to the subscription commitments and the bottom guarantee

commitments, 100 percent of the issue proceeds in the Rights Issue is secured.

For the so-called top guarantee, a compensation of fifteen (15) percent of the

guaranteed amount is paid. The top guarantee commitment is not secured by bank

guarantee, escrow funds, pledging or similar arrangements.

In the event that the top guarantor needs to fulfill its top guarantee

commitment, the subscription amount shall be paid to the Company by the top

guarantor subscribing for the Convertible Loan.  Thus, the Board has also

resolved to propose that the Company carries out a new issue of the Convertible

Loan of up to approximately NOK 10.5 million.

The total subscription price for the Convertible Loan will be equivalent to the

total subscription price of the Rights Issue, minus the subscription price of

the units subscribed by the existing shareholders of the Company and the units

subscribed by the bottom guarantors. However, the subscription price shall not

be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to

75%, the top guarantor will subscribe in the Convertible Loan for 25% of the

Rights Issue. If the Convertible Loan is subscribed to 95%, the Top Guarantor

will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to

base amount of NOK 5.0 million. This means that the total potential funds raised

in the Rights Issue and the Convertible Loan could amount to approximately NOK

40.0 million in aggregate.

The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M

of the loan amount. The interest will be paid by the Company quarterly in cash.

The maturity date of the Convertible Loan is 20 December 2024, to the extent

conversion has not taken place before such date. The conversion price is 130

percent of subscription price in the Rights issue, which is equal to NOK 0.78

per share.

The top guarantor will also have the right and obligation to subscribe for

Warrants free of charge in relation to the subscription price for the

Convertible Loan. The number of Warrants the top guarantor shall be entitled to

subscribe for will amount to the maximum number of Units in the Rights Issue

less the aggregate number of Units subscribed for by existing shareholders in

the Company and Units subscribed for under the bottom guarantee commitments

divided by 0.78.

Detailed information regarding the top guarantor will be found in the EU Growth

Prospectus which is planned to be published around 24 November 2023.

Preliminary time plan for the Rights Issue

22 November 2023: Last trading day including the right to receive subscription

rights

23 November 2023: First trading day excluding the right to receive subscription

rights

24 November 2023: Publication of prospectus

24 November 2023: Record date for participation in the Rights Issue

28 November - 7 December 2023: Trading in subscription rights at Nasdaq First

North Growth Market Sweden and Euronext Growth Market Oslo

28 November - 12 December 2023: Subscription period on Nasdaq First North Growth

Market Sweden

28 November - 13 December 2023: Subscription period on Euronext Growth Market

Oslo

13 December 2023: Publication of preliminary outcome of the Rights Issue

Change in share capital, number of shares and dilution

Based on the outstanding number of shares as of today, the share capital in the

Company increases through the Rights Issue by a maximum of NOK 5,841,373.20,

from NOK 5,841,373.20 to NOK 11,682,746.40, through the issuance of a maximum of

58,413,732 shares. The number of shares increases from 58,413,732 to a maximum

of 116,827,464 shares. For existing shareholders who do not participate in the

Rights Issue, this implies a dilution effect of 50.0 percent in the case of full

subscription.

Upon full subscription in the Rights Issue and subsequent subscription of NOK 5

million in the Convertible Loan, the number of shares will increase by a further

6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK

12,323,772.00 given full conversion of the Convertible Loan.

In the event that all outstanding warrants issued in the Rights issue are fully

exercised for the subscription of new shares in Zwipe, the number of shares will

increase by a further 29,206,866 to a total of 152,444,586 shares and the share

capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60. In

the event that all outstanding warrants issued in connection with the

Convertible Loan are fully exercised for the subscription of new shares in

Zwipe, the number of shares will increase by a further 3,205,128 to a total of

155,649,714 shares and the share capital will increase by 320,512.80 to a total

of 15,564,971.40 SEK.

Extraordinary general meeting

The Rights Issue and the new issue of the Convertible Loan requires the approval

by the EGM expected to be held on 22 November 2023 to be implemented. The notice

of the EGM will be published in a separate press release.

Advisor

Zwipe has engaged Hagberg & Aneborn Fondkommission AB and Advokatfirmaet Schjødt

AS as financial and legal advisors respectively in connection with the Rights

Issue.

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 07:30 on 8 November 2023.

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

For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@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, Hong Kong, Japan, Canada, New Zealand, 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.