ZWIPE AS - COMMENCEMENT OF THE SUBSCRIPTION PERIOD IN THE RIGHTS ISSUE

06 Dec 2024 08:00 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
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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 IN THIS DOCUMENT.

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 shares and warrants, with preferential
rights for existing shareholders raising gross proceeds of approximately NOK
39.7 million (the "Rights Issue").

Reference is further made to the stock exchange announcement published by the
Company on 3 December 2024, in which the Company announced that the
extraordinary general meeting of the Company had resolved 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.

Reference is further made to the stock exchange announcement published by the
Company on 4 December 2024 where the Company announced that the prospectus
pertaining to the Rights Issue had been approved and registered by the Swedish
Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been
passported to Norway.

Availability of the prospectus:

The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to
certain legal restrictions. The prospectus is available on the Company's website
www.zwipe.com and will also be available on the Swedish Financial Supervisory
Authority's website, http://www.fi.se.

Eligibility:

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. The
Subscription Rights will be registered on each Eligible Shareholders' VPS
account.

Allocation of Subscription Rights:

One Subscription Right provides preferential right to subscribe for, and be
allocated, four (4) Units at the Subscription Price (subject to applicable law
in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders
will be allocated one (1) Subscription Right for every one (1) existing share
registered as held by such eligible shareholder as of the Record Date. For a
description of the allocation procedure, acquisition and/or exercise of
Subscription Rights, reference is made to the section headed "Terms and
Conditions of the Offering" under sub-heading "Allocation of the Units" in the
Prospectus.

Subscription Period:

The subscription period in the Rights Issue taking place on Euronext Growth Oslo
will commence at 09:00 hours (CET) on 6 December 2024 and expire at 16:30 hours
(CET) on 20 December 2024. The subscription period in the Rights Issue for the
part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden
will commence at 09:00 hours (CET) on 6 December 2024 and expire at 17:30 hours
(CET) on 19 December 2024.

Trading in Subscription Rights:

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
under the ticker "ZWIPT" from 09:00 hours (CET) on 6 December 2024 to 16:30
hours (CET) on 16 December 2024 on Euronext Growth Oslo and Nasdaq First North
Growth Market Sweden. Subscription Rights that are not used to subscribe for
Units or sold before the expiry of the Subscription Period will have no value
and will lapse without compensation to the holder. The Subscription Rights may
have economic value if the Company's shares trade above the Subscription Price
during the Subscription Period.

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
89,373,009.60.

Subscription Price:

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,
based on the European Central Bank's published exchange rate on 7 November 2024.

Pre-commitment and bottom guarantee commitments:

The Company has received subscription commitments from Board members Jörgen
Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights
Issue.

To the extent the Rights Issue is not fully subscribed, a consortium of
guarantors, including board member David Chew, has agreed to subscribe and pay
for units in the Rights Issue up to an aggregate subscription rate corresponding
of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The
consortium providing the Bottom Guarantee Commitments will receive a 15 percent
underwriting fee.

In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that
the Top Guarantor shall subscribe and pay for units in the Rights Issue up to
13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top
Guarantor will receive an 8 percent underwriting fee.

Further information about the subscription commitments, the Bottom Guarantee
Commitments and the Top Guarantee Commitment is available in the prospectus,
which can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal
restrictions. The prospectus is available on the Company's website www.zwipe.com
and will also be available on the Swedish Financial Supervisory Authority's
website, http://www.fi.se.

New issue of the Convertible Loan and Share Options pursuant to the top
guarantee commitment

The Top Guarantee Commitment will be fulfilled through the partial set-off of
NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472
(the "2023 Convertible Loan"). If the Top Guarantor is allotted units amounting
to less than NOK 5,514,472, the balance between the allotted amount and NOK
5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using
proceeds from the Rights Issue. The accrued interest under the 2023 Convertible
Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off
against the Top Guarantor's commitment under the Bottom Guarantee Commitments.

The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0
million, will be extended for another 12 months in the form of a new convertible
loan (the "New Convertible Loan"). This arrangement ensures the full settlement
of the 2023 Convertible Loan. The New Convertible Loan will carry an annual
interest rate of STIBOR + 10 percent. The issuance of the New Convertible Loan
is contingent on the Company's board of directors issuing the New Convertible
Loan in accordance with the board authorization granted at the extraordinary
general meeting on 3 December 2024.

As consideration for the Top Guarantor agreeing to subscribe for the New
Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the
Company (the "Arrangement Fee"). The Arrangement Fee shall be added to the total
nominal amount of the New Convertible Loan and not be paid in cash, which means
that the total nominal amount of the New Convertible Loan shall amount to a
total of NOK 4,200,000.

The Company has also issued 60,000,000 contractual stock options to the Top
Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31
December 2026 and each Stock Option entitles to subscribe to one (1) new share
in Zwipe at a price of 70 percent of VWAP during the ten trading days that
immediately precede every third month-end, starting in April 2025, however no
lower than the quota value of the Company's share and not higher than 150
percent of the subscription price in the Rights Issue. The Stock Options can be
exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise
of the Share Options is contingent upon either a resolution by the Company's
general meeting to issue the corresponding shares in accordance with the
Norwegian Private Limited Liability Companies Act, or the Company's board
of directors issuing the shares pursuant to an authorization granted under
the Norwegian Private Limited Liability Companies Act.

Financial Intermediaries:

If an Eligible Shareholder holds shares in the Company registered through a
financial intermediary as of expiry of the Record Date, the financial
intermediary will customarily give the Eligible Shareholder details of the
aggregate number of the Subscription Rights to which they will be entitled. The
relevant financial intermediary will customarily supply each Eligible
Shareholder with this information in accordance with its usual customer
relations procedures. Eligible Shareholders holding their shares in the Company
through a financial intermediary should contact the financial intermediary if
they have received no information with respect to the Rights Issue.

Listing and Commencement of trading of the new shares:

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 6 January 2025. The new shares and warrants of series TO2 are expected
to be delivered to subscribers who are allocated Units in the VPS on or about 8
January 2025 and in Euroclear on or about 8 January 2025.

For further details of the terms of the Rights Issue, please refer to the
Prospectus.

Advisors:

Bergs Securities AB is acting as financial advisor to the Company in connection
with the Rights Issue.

DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.

Advokatfirmaet Schjødt AS is acting as the Company's legal adviser 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 08:00 on 6 December 2024.

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 regarding the Rights
Issue described in this press release has been registered with the Swedish
Financial Supervisory Authority and is kept available at, inter alia, Zwipe's
website.

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 (the
"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

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