Zwipe AS: The board of Zwipe proposes a fully guaranteed rights issue raising approximately NOK 100 million conditional on the approval of an extraordinary general meeting

22 Nov 2022 19:30 CET

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DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE
"IMPORTANT INFORMATION" SECTION BELOW.

OSLO NORWAY - 22 NOVEMBER 2022 - The Board of Directors of Zwipe AS (the
"Company" or "Zwipe") has today resolved to propose a preferential rights issue
of 20,862,047 new shares (the "Offer Shares"), for a subscription price of NOK
4.80 per Offer Share, raising gross proceeds of approximately NOK 100 million
with preferential rights for existing shareholders (the "Rights Issue"). The
Rights Issue is fully guaranteed through a combination of subscription
commitments and underwriting commitments. The Rights Issue requires the approval
by the extraordinary general meeting of the Company expected to be held on 2
December 2022 (the "EGM") to be implemented. The notice of the extraordinary
general meeting will be published in a separate press release.

Background and reason for the Rights Issue

Zwipe is a Norwegian biometric 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. Since 2019, card manufacturers have started the
process of launching biometric payment card specific manufacturing lines,
semiconductor providers have begun the development of dedicated offerings for
this market, and the entire value chain supporting these processes has started
moving more consistently. At the same time, Zwipe has made significant progress
and added numerous smart card manufacturing customers across the world,
significantly broadening their customer base. In addition, Zwipe has entered
multiple important partnerships to enhance their go-to-market strategy and
accelerate the adoption of biometric payment cards.  Pilots have started and
give the Company insights in its progress towards commercial adoption of its
offerings.

In 2022, Zwipe has achieved a number of important milestones. The Company
received its single largest commercial order for Zwipe Pay in a single quarter
totalling $225,000. The Zwipe Pay Biometric Payment Card Platform received
certification from both Visa and Mastercard, and the Fraport biometric access
control project at Frankfurt Airport was successfully completed. Catering to the
strong demand for access control solutions in the market, Zwipe is now engaging
with a number of system integrators and distributors to accelerate the
deployment of biometric access cards in key verticals and markets.

The Rights Issue is carried out in order to strengthen the Company's financial
position and enable the transition from start-up to scale-up.

Robert Puskaric, CEO of Zwipe comments:

"I am extremely pleased by the continued confidence demonstrated by our largest
existing shareholders. Zwipe is experiencing significant positive commercial
momentum and the proceeds from this fully secured rights issue will enable us to
build upon our already strong position within biometric payments and biometric
access control. The proceeds will be used to continue ramping up to meet growing
global market demand for biometric security."

Key terms of the Rights Issue

· Issue of 20,862,047 Offer Shares for a subscription price of NOK 4.80 per
Offer Share to be paid in cash.
· Through the Rights issue, Zwipe will raise gross proceeds of approximately
NOK 100.1 million before issue costs, which are estimated to amount to NOK 13.5
million, of which approximately NOK 9.2 million is compensation for the
guarantee.
· One (1) existing share in Zwipe held on the record date of 1 March 2023,
entitles the holder to one (1) subscription right. Nine (9) subscription rights
entitle the holder to subscribe for five (5) Offer Shares.
· The subscription period is expected to run during the period 6 - 20 March
2022.
· Subscription rights that are not exercised during the subscription period
become invalid and lose their value. Trading in subscription rights is planned
to take place on the Euronext Growth Market and Nasdaq First North Growth Market
during the period 6 - 15 March 2022.
· The Rights issue means that the Company's share capital increases by NOK
2,086,204.70, implying a dilution of 35.7 percent.

Underwriting obligations and guarantee commitments

The Rights Issue is fully guaranteed through a combination of subscription- and
underwriting commitments. The subscription commitments are entered into with the
Company's largest shareholders, including Chairman of the Board Jörgen Lantto,
and amount to approximately NOK 34.5 million, corresponding to approximately
34.5 percent of the Rights Issue. The underwriting commitments amount to
approximately NOK 65.6 million, corresponding to approximately 65.5 percent of
the Rights Issue. The underwriting commitments are entered into with three of
the Company's largest owners, Vasastaden Holding AB, Erik Selin Fastigheter AB
and Arcanum Eiendom AS (controlled by Lars Windfeldt) pursuant to underwriting
agreements entered into with each of them on 22 November 2022. The commitments
and underwriting commitments are not secured by bank guarantee, escrow funds,
pledging or similar arrangements. Pursuant to, and subject to, the terms and
conditions set out in the underwriting agreements and the subscription
commitments, the underwriters and pre-committing subscribing shareholders have
undertaken to vote their shares held at the time of the EGM in favour of the
Rights Issue and all underwriters have undertaken to guarantee on a several
basis (not jointly) to subscribe for the Offer Shares, for a total underwritten
amount of NOK 100,137,825.6 million, less any subscriptions covered by the
subscription commitments. The Offer Shares which are not subscribed upon
expiration of the subscription period (if any), will thus be subscribed by and
allocated to the underwriters.

Other information pertaining to the Rights Issue

In connection with the Right Issue, a prospectus will be prepared, which is
subject to the approval by the Norwegian Financial Supervisory Authority and
which will be passported to Sweden. The prospectus will be published prior to
the commencement of the subscription period and will form the basis for
subscriptions in the Right Issue. Provided that the prospectus is approved by
the Norwegian Financial Supervisory Authority and passported to Sweden in time,
the subscription period for the Rights Issue will commence on 6 March 2023 and
expire 20 March 2023 at 16:30 hours (CET). In the event that the prospectus is
not approved in time to uphold this subscription period, the subscription period
will commence on the second trading day on the Oslo Stock Exchange following the
approval of the prospectus and expire at 16:30 hours (CET) two weeks thereafter.

The shareholders of the Company on 27 February 2023 (and being registered as
such in the Norwegian Central Securities Depository, Euronext Securities Oslo,
(the "VPS") as at the expiry of 1 March 2023 (the "record date")) will be
granted one (1) preferential subscription right for each share registered as
held by the shareholder as of the record date. Nine (9) preferential rights will
give the right to subscribe for and be allocated five (5) Offer Shares in the
Rights Issue (i.e. the holding of less than nine (9) preferential rights will
not give the right to subscribe for any Offer Shares in the Rights Issue).
Provided that a purchase of shares is made with ordinary T+2 settlement, shares
purchased up to and including 27 February 2023 will give the right to receive
subscription rights, whereas shares purchased from and including 28 February
2023 will not give the right to receive subscription rights. The subscription
rights are expected to be tradable and listed on Euronext Growth Oslo and Nasdaq
First North from and including the first day of the subscription period and
until 16:30 (Oslo time) four trading days prior to the expiry of the
subscription period. Over-subscription and subscription without subscription
rights will be permitted.

A further description of the Rights Issue and of other circumstances that must
be considered upon subscription of shares in the Rights Issue will be included
in the prospectus for the Rights Issue, which will be published no later than
the first trading of the subscription period and that will constitute the
subscription material for the Rights Issue.

Indicative timeline for the Rights Issue

· 2 December 2022: EGM
· 27 February 2023: Last trading day in the share including subscription
rights
· 28 February 2023: First trading day in the share without subscription rights
· 1 March 2023: Record date for determination of the right to receive
subscription rights
· 3 March 2023: Estimated date for publication of prospectus
· 6 - 15 March 2023: Trading in subscription rights
· 6 - 20 March 2023: Subscription period
· 21 March 2023: Estimated date for publication of the outcome of the Rights
Issue and the allocation of the Offer Shares

Change in share capital and number of shares and dilution

Upon completion of the Rights Issue, the share capital in the Company will be
increased by NOK 2,086,204.7, from NOK 3,755,168.50 to NOK 5,841,373.20, through
the issuance of 20,862,047 new shares. The number of shares thus increases from
37,551,685 to 58,413,732 shares. For existing shareholders who do not
participate in the Rights Issue, this means, in the case of full subscription, a
dilution effect of 35.7 percent of capital and votes in the Company.

Advisor

Zwipe has engaged Erik Penser Bank AB and Advokatfirmaet Simonsen Vogt Wiig AS
as financial and legal advisors respectively in connection with the Rights
Issue.

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For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@zwipe.com

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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 19:30 on 22 November 2022.

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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.

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Important information

The information in this press release neither contains nor constitutes an offer
to acquire, subscribe or otherwise trade in shares, warrants or other securities
in Zwipe. No action has been taken and no action will be taken to permit an
offer to the public in any jurisdictions other than Norway and Sweden. The
invitation to interested persons to subscribe for shares in Zwipe will only take
place through the prospectus that Zwipe expects to be able to publish around 3
March 2023. This announcement is an advertisement and is not a prospectus for
the purposes of the Prospectus Regulation. Investors should not subscribe for
any securities referred to in this announcement except on the basis of
information contained in the aforementioned prospectus.

The information contained in this press release may not be disclosed, published
or distributed, directly or indirectly, within or to the United States,
Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South
Africa, Russia, Belarus or any other jurisdiction where such action would be
illegal, subject to legal restrictions or require measures other than those that
follow from Norwegian and Swedish law. Actions contrary to this instruction may
constitute a violation of applicable securities legislation. No shares or other
securities of Zwipe have been registered, and no shares or other securities will
be registered, under the United States Securities Act of 1933 from time to time
("Securities Act") or the securities laws of any state or other jurisdiction of
the United States and may not be offered, sold or otherwise transferred,
directly or indirectly, in or to the United States, except pursuant to an
applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and pursuant to the securities laws of the
relevant state or other jurisdiction in the United States. This communication is
distributed to and directed solely to persons in the United Kingdom who are (i)
professional investors falling within the scope of Article 19(5) of the U.K.
from time to time in force; Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other
persons to whom this notice may lawfully be addressed, who are subject to
Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred
to as "Relevant Persons"). Persons who are not Relevant Persons may not act on
or rely on the information in this communication. An investment or investment
measure referred to in this communication is only possible for Relevant Persons
and will only be completed with Relevant Persons. Persons who disseminate this
communication must themselves ensure that such dissemination is permitted.

Forward-looking statements

This press release contains forward-looking statements that refer to the
Company's intentions, assessments or expectations regarding the Company's future
results, financial position, liquidity, development, prospects, expected growth,
strategies and opportunities as well as the markets in which the Company
operates. Forward-looking statements are statements that do not relate to
historical facts and can be identified by the inclusion of expressions such as
"believes", "expects", "anticipates", "intends", "estimates", "will", "may",
"assumes", "should" "could" and, in each case, negations thereof, or similar
expressions. The forward-looking statements in this press release are based on
various assumptions, which in several cases are based on additional assumptions.
Although the Company believes that the assumptions reflected in these forward
-looking statements are reasonable, there can be no assurance that they will
occur or that they are accurate. As these assumptions are based on assumptions
or estimates and are subject to risks and uncertainties, the actual result or
outcome may, for many different reasons, differ materially from what appears in
the forward-looking statements.

Such risks, uncertainties, contingencies, and other material factors may cause
actual events to differ materially from the expectations expressed or implied in
this press release through the forward-looking statements. The Company does not
warrant that the assumptions underlying the forward-looking statements in this
press release are correct and any reader of the press release should not place
undue reliance on the forward-looking statements in this press release. The
information, opinions and forward-looking statements expressed or implied herein
are provided only as of the date of this press release and are subject to
change. Neither the Company nor anyone else undertakes to revise, update,
confirm or publicly announce any revision of any forward-looking statement to
reflect events occurring or circumstances occurring with respect to the contents
of this press release, except as required by law or Nasdaq First North Growth
Markets' regulations for issuers.

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