ZWIPE AS - ZWIPE BOARD PROPOSES RIGHTS ISSUE OF NOK 40 MILLION

07 Nov 2024 08:00 CET

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SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.

OSLO, NORWAY - 7 NOVEMBER 2024 - The board of directors (the "Board") of Zwipe
AS ("Zwipe" or the "Company") has today, on 7 November 2024, 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 39.7 million (the "Rights Issue"). The Rights
Issue requires approval by the extraordinary general meeting of the Company
expected to be held on 3 December 2024 (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.

Since the beginning of 2024, Zwipe has focused exclusively on Zwipe Access and
continues to make considerable progress building their network of sales partners
and establishing Zwipe as one of the leading solutions for biometric access
control. Several major enterprises are currently evaluating Zwipes access
control cards for potential deployment to enhance general security in their
facilities and offices.

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 access control. Zwipe has made substantial progress within the access
control market, 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 2025 and in its transition to a phase
of sustainable, long-term commercial success.

Key terms of the Rights Issue

The Board has today resolved to propose that the EGM resolves on the Rights
Issue of 99,303,344 transferable subscription rights (the "Subscription Rights")
with preferential rights for existing shareholders, whereby one Subscription
Right gives the right to subscribe for four (4) units ("Unit"). Each Unit
consists of (i) a new share in the Company, each with a nominal value of NOK
0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price
of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary
share in the Company during the period beginning on 3 March 2025 and ending on
14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit
on Euronext Growth Oslo and SEK 0.10 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 39.7 million
in gross proceeds. If Warrants are exercised, the Company will receive
additional proceeds in March 2025.

The shareholders of the Company on 3 December 2024 (and being registered as such
in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the
"VPS") as at the expiry of 5 December 2024 (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
four (4) Units. 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 beginning on 6 December 2024 and ending on 20 December 2024.
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
beginning on 6 December 2024 and ending on 16 December 2024.

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.

One (1) Warrant entitles, during the period beginning on 3 March 2025 and ending
on 14 March 2025, to subscription of one (1) new share in Zwipe at an exercise
price of NOK 0.10.

There will from and including 7 November 2024 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. 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 on or around 5 December 2024.

Robert Puskaric, CEO of Zwipe comments:

"Zwipe continues to see strong interest in bringing biometric access control
cards to market globally. We feel confident that a number of the engagements and
opportunities our partners are working with us on will result in commercial and
operational deployments in a very short timeframe. The proceeds from the Rights
Issue will give us more financial flexibility and enable us to execute on our
commercial objectives for 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."

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 39,721,337.60,
from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of
397,213,376 shares. The number of shares increases from 99,303,344 to a maximum
of 496,516,720 shares. For existing shareholders who do not participate in the
Rights Issue, this implies a dilution effect of 80.0 percent in the case of full
subscription.

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 an additional  397,213,376 to a total of 893,730,096 shares and the
share capital will increase by NOK 39,721,337.60 to a total of NOK
893,730,009.6.

Extraordinary general meeting

The Rights Issue requires the approval by the EGM expected to be held on [3
December] 2024 to be implemented. The notice of the EGM will be published in a
separate press release.

Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial
and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
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 the date and time provided.
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

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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia,
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.

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