Zwipe AS - Final results of the Rights Issue

21 Mar 2023 17:49 CET

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO
RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH
ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT
CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT
INFORMATION" SECTION BELOW

OSLO, NORWAY - 21 MARCH 2023 - Reference is made to the stock exchange
announcement published by Zwipe AS (the "Company") on 6 March 2023 regarding the
commencement of the subscription period in the fully guaranteed rights issue of
20,862,047 new shares in the Company (the "Offer Shares"), at a subscription
price of NOK 4.80 per share, raising gross proceeds of NOK 100,137,825.60 (the
"Rights Issue").

The subscription period for the Rights Issue expired at 16:30 hours CET
yesterday, on 20 March 2023.

The Company received subscriptions for a total of 14,308,313 Offer Shares,
corresponding to 68.59% of the Offer Shares, during the subscription period for
the Rights Issue.

The allocation of the Offer Shares in the Rights Issue has now been completed on
the basis of the allocation criteria resolved by the extraordinary general
meeting of the Company in connection with the approval of the Rights Issue, and
as set out in the prospectus prepared for the Rights Issue dated 1 March 2023
(the "Prospectus").

The board of directors of the Company has allocated a total of 20,862,047 Offer
Shares in the Rights Issue, of which 14,308,313 Offer Shares were allocated
based on subscriptions received in the subscription period (which includes
subscriptions made by the underwriters during the subscription period) and the
remaining 6,553,734 Offer Shares were allocated to the underwriters for the
Rights Issue.

Notifications of conditionally allocated Offer Shares and the corresponding
subscription amount to be paid by each subscriber not yet having paid for their
subscriptions are expected to be distributed tomorrow, on 22 March 2023. Payment
for the allocated Offer Shares falls due on 24 March 2023 in accordance with the
payment procedures described in the Prospectus.

The Offer Shares may not be transferred or traded before all Offer Shares have
been fully paid for and the share capital increase pertaining to the Rights
Issue has been registered with the Norwegian Register of Business Enterprises
(Nw. Foretaksregisteret). Subject to timely payment of the entire subscription
amount in the Rights Issue, the Company expects that the share capital increase
pertaining to the Rights Issue will be registered with the Norwegian Register of
Business Enterprises on or about 28 March 2023. Under the same conditions,
allocated Offer Shares are expected to be delivered on or about 29 March 2023
through the facilities of VPS and on or about 31 March 2023 through the
facilities of Euroclear. Trading in the Offer Shares on Euronext Growth Oslo is
expected to commence on or about 28 March 2023 and on Nasdaq First North Growth
Market on or about 31 March 2023.

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For further information, please contact:

Danielle Glenn, CFO and Head of IR

E-mail: ir@zwipe.com

#######

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 above, at 18:00 on 21 March 2023.

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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.

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 published by Zwipe on 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, 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 Euronext Growth Oslo's or
Nasdaq First North Growth Markets' regulations for issuers.

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