Zwipe AS - key information relating to the proposed rights issue of approximately NOK 40 million

10 Nov 2024 15:08 CET

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW
ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS.
SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW.

Reference is made to the stock exchange announcement published by Zwipe AS
("Zwipe" or the "Company") on 7 November 2024, in which the Company announced
that its board of directors had resolved to propose that the Company carries out
a new issue of units, each consisting of one share and one warrant, with
preferential rights for existing shareholders amounting to approximately NOK
39.7 million (the "Rights Issue").

Date on which the terms and conditions of the rights issue were announced: 7
November 2024

Date of approval: 3 December 2024

Ex-date: 4 December 2024

Record Date: 5 December 2024

Maximum number of new shares: 397,213,376

Maximum number of new warrants: 397,213,376

Subscription price per share: 0.10 per share

Ratio preferential rights: One right per share held in the Company

Subscription ratio: One right entitles the holder to subscribe for four shares
and four warrants

Manager and bookrunner: Bergs Securities AB

Settlement agent: DNB Bank ASA

Will the rights be listed: The Company will apply for listing of the rights on
Euronext Growth and Nasdaq First Growth Market

ISIN for the rights: To be announced when assigned

Other information:

The Rights Issue is structured in a manner where each right gives the holder the
right to subscribe for four shares and four warrants (Norwegian: frittstående
tegningsrett), with a combined subscription price of NOK 0.10, representing a
subscription price per share of NOK 0.10 and no consideration for the warrant.
Each warrant holder may exercise all or some of its warrants in the period
beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried
out by written notice, which shall be received by the Company within the
abovementioned exercise period. The subscription price upon exercise of the
warrants is NOK 0.10.

Out of the maximum number of new shares to be issued in the rights issue, a
maximum of   122 010 100 new shares will be issued to the part of the
shareholder based which trades shares in Norway through Euronext Securities Oslo
(VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will
be issued to the part of the shareholder based which trades shares in Sweden
through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the
relationship between the trade in the two countries as per the end of 7 November
2024, and there will from and including 7 November 2024 temporarily be imposed a
block for repositioning of trading in the shares in the Company between the two
systems until and including the record date in the Rights Issue.

In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in
SEK, and will be fixed at SEK 0.10, based on the European Central Bank's
published exchange rate on 7 November 2024. According to the Norwegian Private
Limited Liability Companies Act (the "NPLCA") regulations, settlements in a
currency other than NOK are considered as an in-kind contribution, and the Board
has in this respect prepared a statement in accordance with the NPLCA Section 2
-6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS.
The Board's statement with the auditor's confirmation, will be made available at
the Company's website: www.zwipe.com.

This information is published in accordance with the requirements of the
continuing obligations for issuers listed on Euronext Growth.

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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