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OSLO, NORWAY – 3 February 2023 – Zwipe AS ("Zwipe" or "the company") today announces its results for the second half of 2022.

Significant events H2 2022

  • The board of Zwipe proposed a fully guaranteed rights issue raising approximately NOK 100 million conditional on the approval of an extraordinary general meeting.
  • Zwipe announced a significant commercial order for Zwipe Pay totaling $225,000 from a large European Smart Card manufacturer (“SCM”). Zwipe also received another commercial order for Zwipe Pay totaling approximately $80,000 from a leading SCM in the Middle East and two smaller commercial orders from two SCM customers in the APAC region. 
  • Mastercard certified the Zwipe Pay biometric payment card (“BPC”) platform, followed by Tag Systems obtaining the Mastercard Letter of Approval (“LoA”) for cards built on the Zwipe Pay platform.  KL Hi-Tech was the fourth SCM customer to receive Visa LoA for its BPCs built on the Zwipe Pay platform.
  • Zwipe was chosen by a respected Tier-2 SCM in Europe for their BPCs. 
  • Civix announced a partnership with Zwipe to bring biometric access control cards to airports in the USA and elsewhere in the Americas.
  • Fraport announced that the project on biometric access control at Frankfurt Airport (The Digital Factory Project) was successfully completed. 

H2 2022 operational review

Zwipe ended the year on a positive note with sequential quarterly growth of 172% and 2.3 mNOK in Q4 revenue, the highest sales revenue in a quarter in Zwipe’s history. During the fourth quarter, we announced thesingle largest commercial order in a quarter to date for Zwipe and received other smaller orders from SCMs in the Middle East and Asia.  Further traction with these SCMS is expected in 2023. 

Zwipe’s first major focus for Zwipe Pay in the period was on executing our signed issuers’ pilots. In total, seven issuer pilot projects are being executed – including our first pilot with a major Nordic bank, the global Tier-1 bank pilot and the MEPS pilot. Owing to recently implemented technical changes to improve user experience and product performance, we expect not only streamlined pilot project execution but a significantly faster pace of pilot project launches in the coming quarters.

The second focus for Zwipe Pay in the second half was helping our SCM customers get certified and production ready.  KL Hi-Tech in India became the fourth SCM to receive their Visa LoA for production of BPCs using the Zwipe Pay platform, while Tag Systems became the first customer to receive approval from Mastercard. The latter followed Zwipe’s own certification from Mastercard in August.

For Zwipe Access, we continued to lay the groundwork for commercial deployments in 2023. We successfully completed the pilot project for Fraport AG at Frankfurt International Airport, and Zwipe is shortlisted as an access control solutions provider when Fraport moves forward with its tender process in 2023. We also further strengthened our position in the airport vertical when Civix, a leading US provider of airport security solutions, selected Zwipe’s access control technology to augment their airport security propositions.

On the organizational side, after significant management changes in the first half, Jens Hansen joined the management team in September to head up the newly created Customer Success department.

H2 2022 financial review

Zwipe reported total revenues of 3.1 mNOK during H2 2022 versus 1.1 mNOK in H2 2021, mostly related to the sale of payment products and services. Total operating expenses increased by 2.1 mNOK to 59.6 mNOK in H2 2022 from 57.5 mNOK in H2 2021. Net income for H2 2022 was -56.5 mNOK, essentially unchanged from -56.4 mNOK in H2 2021.  For the full year, revenue was 3.9 mNOK compared to 2.5 mNOK in 2021. Adjusted EBITDA totaled -96.4 mNOK in 2022 compared to -81.7 mNOK in 2021.

During the second half of 2022, cash flow from operations and investments, before financing and facilitation, decreased by -13.4 mNOK to -60.6 mNOK. The underlying average monthly operating cash flow in the second half of 2022 was -10.1 mNOK compared to -7.9 mNOK in the same period last year. This was in line with expectations, and the average monthly burn rate is expected to decrease again in 2023.

On 31 December 2022, cash and equivalents were 50.5 mNOK, down from 152.3 mNOK at the end of 2021, and down from 109.7 mNOK on 30 June 2022. Total equity as of 31 December 2022 was 55.4 mNOK. Total liabilities totaled 14.1 mNOK on 31 December 2022 and were entirely comprised of short-term liabilities. This resulted in an equity ratio of 80%, roughly stable versus the position at the end of 2021.

On 22 November 2022, Zwipe announced a rights issue raising approximately 100 mNOK in capital. The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments from the three largest shareholders in Zwipe. It is being carried out in order to strengthen the company’s financial position and enable the transition from start-up to scale-up.  The transaction is expected to close in March 2023 and will ensure the Group has sufficient working capital for the period covering at least 12 months from the date of close.

Going forward

We enter the new year with good momentum in the order book and belief that organization is structured to enable a year of significant growth.  Zwipe will use the funds from the rights issue to execute on our technology roadmap, accelerate our go-to-market strategy in both Zwipe Pay and Zwipe Access, assist our SCMs in becoming certified and mass production ready, and progress more rapidly with pilot projects.

###

Results presentation

CEO Robert Puskaric and CFO Danielle Glenn will present the H2 2022 results by webcast today, Friday February 3rd, at 10:00 CEST.

Webcast details

Date: 3 February 2023

Time: 10:00 CET

Format: Webcast and Q&A

Language: English

Link: https://app.webinar.net/jQ7xPJLdgnw

Participants will be required to register to view the webcast and participate in the Q&A

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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 08:00 on 3 February 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.

For more information, please contact:

Danielle Glenn, CFO and Head of IR
+47 909 98 201

 

OSLO, NORWAY – 30 January 2023 – Zwipe AS will publish its H2 2022 report on 3 February 2023 at 08:00 CET.  On the same day at 10:00 CET, the Company will host a webcast to present the report. After the presentation, the webcast will be opened up for questions from the audience.

Participants are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to ir@zwipe.com. Participants will be required to register to view the webcast and participate in the Q&A.

Webcast details

Date: 3 February 2023

Time: 10:00 CET

Format: Webcast and Q&A

Language: English

Link: https://app.webinar.net/jQ7xPJLdgnw

###

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.

###

For more information, please contact:

Danielle Glenn, CFO and Head of IR
+47 909 98 201
ir@zwipe.com

HYDERABAD, INDIA and OSLO, NORWAY – 15 December 2022 – KL Hi-Tech, a leading provider of secure print products and solutions in India, has obtained the Letter of Approval (LoA) from VISA for its biometric payment card built on the Zwipe Pay platform.


With this Letter of Approval (LoA), consumers can use biometric payment cards from KL Hi-Tech built on the Zwipe Pay technology working seamlessly across Visa’s global payment network. This will address the increasing market demand for more security and convenience through biometric payment authentication.


On this development, Kartik Shekar, Vice President at KL Hi-Tech said, “We are extremely proud and pleased to receive the Visa LoA allowing the issuance and deployment of our biometric cards globally. This LoA comes at a point in time where we are seeing strong interest from issuers in our core markets to launch biometric payment cards based on the Zwipe Pay platform. This is an important milestone in our journey towards developing biometric solutions for the Fintech & Banking industry in the region and enabling a more secure and seamless user experience. Given India’s appetite for the next generation of payments, and the mass adoption of digital payments, biometric cards will only supplement the country’s vision to bring technology and finance together for years to come.”


Zwipe obtained its VISA Letter of Approval (LoA) for the Zwipe Pay platform on 24 March 2022, enabling smart card manufacturers working with Zwipe to swiftly obtain VISA certification for their own biometric payment card designs.


We are pleased to see that KL Hi-Tech has now received the Visa LoA for their biometric cards based on the Zwipe Pay platform. Achieving this key milestone has a very positive impact on the commercial rollout of Zwipe Pay enabled biometric payment cards in the region. On behalf of everyone at Zwipe, I congratulate the team at KL Hi-Tech on this achievement,” said Robert Puskaric, CEO of Zwipe.

About KL HI-TECH


KL HI-TECH is one of India's largest banking card manufacturers with an annual production capacity of over 30 million banking cards. In 2021 it was ranked as the 2nd largest banking card manufacturer in India as per the latest Nilson Report. It is a trusted partner to Central and State Governments, Banks and Financial Institutions, Telecom Companies, Universities and Colleges, Central and State Election Commissions, and Transport Utilities, it provides fool proof and secure Smartcard and security printing solutions.

For more information, contact info@klhitech.com

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 & cultures to make convenience safe & secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID 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 www.zwipe.com

OSLO, NORWAY – 2 DECEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022 and the notice dated 23 November 2023 of an extraordinary general meeting in the Company to be held on 2 December 2022 (the "EGM"), both regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”).

The EGM has today approved the Rights Issue. The minutes from the EGM have been attached to this notice and have also been made available on the Company's website, https://zwipe.com/investors.

Correction of the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022:

Pursuant to the EGM's resolution and in accordance with the Oslo Stock Exchange's procedural rules for trading in subscription rights, the subscription rights in the Rights Issue will be tradable from commencement of the subscription period and until 16:30 CET four (4) trading days prior to the end of the subscription period, i.e. on 14 March 2023 (and not on 15 March 2023 as announced in the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022), subject to the prospectus for the Rights Issue being approved in time for the subscription period to start on 6 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.

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This 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 13:10 CET on 2 December 2022.

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For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

OSLO, NORWAY – 23 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022, regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 2 December 2022 at 10:00 CET. The general meeting will be held as a virtual meeting on Microsoft Teams.

Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.

The deadline for registration of attendance and proxies is 1 December 2022 at 16:00 hours CET. Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings

Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.

The Board has proposed the following agenda:

  1. Opening of the General Meeting by the chair. Registration of meeting shareholders
  2. Election of a chair of the meeting and election of a person to co-sign the minutes
  3. Approval of the notice and the agenda
  4. Share capital increase in connection with a rights issue

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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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This 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 15:00 CET on 23 November 2022.

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For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS 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.

*** The below text clarifies that the subscription period and planned trading in subscription rights will be in March 2023 and not March 2022.

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 2023.
  • 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 2023.
  • 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.

OSLO NORWAY – 22 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") earlier today, 22 November 2022, regarding a contemplated fully underwritten rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the “Rights Issue”). Key information relating to the Rights Issue is set out below.

Date on which the terms and conditions of the preferential rights issue were announced: 22 November 2022

Last day including right: 27 February 2023

Ex-date: 28 February 2023

Record Date: 1 March 2023

Date of approval: 2 December 2022

Number of new shares: 20,862,047

Subscription price: NOK 4.80

Ratio subscription rights: Each existing shareholder as of 27 March 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) subscription right for each share registered as held by the shareholder on the record date.

Subscription ratio: Nine (9) subscription rights will give the holder the right to subscribe for five (5) new shares (i.e. the holding of less than 9 subscription rights will not give the holder the right to subscribe for any new shares).

Manager: Erik Penser Bank AB

Will the rights be listed – yes/no: Yes, the Company will apply for listing of the subscription rights on Euronext Growth Oslo and Nasdaq First North.

ISIN for the preferential rights: To be announced when available

Other information: The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The rights issue is subject to the approval by the extraordinary general meeting of the Company, which will be held on 2 December 2022 (the "EGM"). Any changes in the dates included in this release will be communicated to the market by the Company.

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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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For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS 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 – 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.

OSLO, NORWAY – 25 October 2022 – During the third quarter, Zwipe AS (“Zwipe” or “the company”) continued to strengthen its platform and market position to help its customers deliver biometric payment and access control cards to the market.

Significant events during the period

  • Mastercard certifies Zwipe Pay Biometric Payment Card (“BPC”) Platform.
  • Tag Systems, a major Zwipe Smart Card Manufacturer (“SCM”) customer, obtains Mastercard Letter of Approval (“LoA”) for cards built on the Zwipe Pay platform.
  • Fraport announces that the project on biometric access control at Frankfurt Airport (The Digital Factory Project) was successfully completed, with Zwipe passing all required tests in order to successfully complete the pilot project.
  • Zwipe’s SCM customers have expanded the issuer pipeline significantly - engagements started with 10 new large issuers globally.
  • Zwipe creates Customer Success department to accelerate pilot execution and names Jens Hansen to head the unit.

Significant events after the period

  • On 11 October 2022, Zwipe announced a significant commercial order for Zwipe Pay totaling $225,000 from a large European SCM, making it the single largest commercial order in a quarter to date for Zwipe. Delivery is targeted for the fourth quarter. 
  • On 14 October 2022, Civix announced a partnership with Zwipe to bring biometric access control cards to airports in the USA and elsewhere in the Americas.

Operational review

In August 2022, Zwipe received the Component Conformity Statement (CCS) certificate from Mastercard, a significant milestone for the Zwipe Pay platform. With this certification, Zwipe became the first biometric payment card platform available to SCMs to achieve scheme approvals from both VISA and Mastercard.  Soon after this announcement, Tag Systems was the first of our SCM customers to receive approval by Mastercard to deploy their biometric card products using the Zwipe Pay platform.  Certification from Mastercard is expected to further accelerate issuer pilots and planned launches based on Mastercard's network.

Zwipe continues to focus on executing our signed issuers’ pilots.  In total, seven issuer pilot projects are progressing according to issuer plans – including our first major announced pilot, the global Tier-1 bank pilot and the MEPS pilot. Additional pilot launches are expected in the coming quarters, with start dates to be defined by issuers. Zwipe’s SCM customers also saw a significant expansion in their issuer pipelines during the quarter, beginning engagements with ten new large and medium sized banks – primarily in the Latin America (“Latam”) and Asia Pacific (“APAC”) regions.

We also continued to make significant progress for Zwipe Access during the third quarter. In July, Fraport AG announced the conclusion of The Digital Factory – Biometric Security Controls project at Frankfurt Airport. Zwipe Access cards were tested by Fraport employees in real-time and passed all project requirements successfully. Zwipe is now shortlisted as a suitable contender to provide next generation access control when Fraport moves forward. Just after the end of the third quarter, Civix, one of America’s leading providers of security solutions to over 100 airports in North and Latin America, selected Zwipe’s access control technology to augment their security propositions for airport operations – further enhancing Zwipe’s position in the airport vertical.

On the technology side, the R&D team has continued to make good progress on finalizing our mobile enrollment solution for both Android and iOS, ensuring value-added enhancements that will enable consumers to have a seamless enrollment experience. 

Zwipe also took an important step by establishing a dedicated Customer Success team to accelerate pilot execution.  Jens Hansen was recruited to lead this department and becomes a member of the Zwipe Leadership Team, while several employees were transferred to the Customer Success unit.

Most importantly, Zwipe is ending the year with strong momentum, having announced the single largest commercial order in a quarter to date for Zwipe. Further traction with this SCM and others is expected in 2023.

Financial review

Zwipe had total revenue of 0.8 mNOK during Q3 2022 versus revenue of 0.4 mNOK in Q3 2021. Net cash flow from operations was -24.2 mNOK versus -15.8 mNOK in Q3 2021, equating to an underlying average monthly operating cash flow in the third quarter of 2022 of -8.0 mNOK.  Cash and cash equivalents stood at 85.8 mNOK at the end of Q3 2022 compared to 183.7 mNOK at the end of Q3 2021.

Operational update presentation

CEO Robert Puskaric and CFO Danielle Glenn will do a short presentation on the operational update today, Tuesday October 25th, at 09:30 CET.

Webcast details

Format: Webcast and Q&A

Language: English

Link: Zwipe Q3 2022 operational update

Participants will be required to register to view the webcast and participate in the Q&A

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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 08:00 on 25 October 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.

For more information, please contact:

Danielle Glenn, CFO and Head of IR

+47 909 98 201, ir@zwipe.com

Media Inquiries

Tony Heavens
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SVP - Marketing & Communications
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OSLO, NORWAY – 3 February 2023 – Zwipe AS ("Zwipe" or "the company") today announces its results for the second half of 2022.

Significant events H2 2022

  • The board of Zwipe proposed a fully guaranteed rights issue raising approximately NOK 100 million conditional on the approval of an extraordinary general meeting.
  • Zwipe announced a significant commercial order for Zwipe Pay totaling $225,000 from a large European Smart Card manufacturer (“SCM”). Zwipe also received another commercial order for Zwipe Pay totaling approximately $80,000 from a leading SCM in the Middle East and two smaller commercial orders from two SCM customers in the APAC region. 
  • Mastercard certified the Zwipe Pay biometric payment card (“BPC”) platform, followed by Tag Systems obtaining the Mastercard Letter of Approval (“LoA”) for cards built on the Zwipe Pay platform.  KL Hi-Tech was the fourth SCM customer to receive Visa LoA for its BPCs built on the Zwipe Pay platform.
  • Zwipe was chosen by a respected Tier-2 SCM in Europe for their BPCs. 
  • Civix announced a partnership with Zwipe to bring biometric access control cards to airports in the USA and elsewhere in the Americas.
  • Fraport announced that the project on biometric access control at Frankfurt Airport (The Digital Factory Project) was successfully completed. 

H2 2022 operational review

Zwipe ended the year on a positive note with sequential quarterly growth of 172% and 2.3 mNOK in Q4 revenue, the highest sales revenue in a quarter in Zwipe’s history. During the fourth quarter, we announced thesingle largest commercial order in a quarter to date for Zwipe and received other smaller orders from SCMs in the Middle East and Asia.  Further traction with these SCMS is expected in 2023. 

Zwipe’s first major focus for Zwipe Pay in the period was on executing our signed issuers’ pilots. In total, seven issuer pilot projects are being executed – including our first pilot with a major Nordic bank, the global Tier-1 bank pilot and the MEPS pilot. Owing to recently implemented technical changes to improve user experience and product performance, we expect not only streamlined pilot project execution but a significantly faster pace of pilot project launches in the coming quarters.

The second focus for Zwipe Pay in the second half was helping our SCM customers get certified and production ready.  KL Hi-Tech in India became the fourth SCM to receive their Visa LoA for production of BPCs using the Zwipe Pay platform, while Tag Systems became the first customer to receive approval from Mastercard. The latter followed Zwipe’s own certification from Mastercard in August.

For Zwipe Access, we continued to lay the groundwork for commercial deployments in 2023. We successfully completed the pilot project for Fraport AG at Frankfurt International Airport, and Zwipe is shortlisted as an access control solutions provider when Fraport moves forward with its tender process in 2023. We also further strengthened our position in the airport vertical when Civix, a leading US provider of airport security solutions, selected Zwipe’s access control technology to augment their airport security propositions.

On the organizational side, after significant management changes in the first half, Jens Hansen joined the management team in September to head up the newly created Customer Success department.

H2 2022 financial review

Zwipe reported total revenues of 3.1 mNOK during H2 2022 versus 1.1 mNOK in H2 2021, mostly related to the sale of payment products and services. Total operating expenses increased by 2.1 mNOK to 59.6 mNOK in H2 2022 from 57.5 mNOK in H2 2021. Net income for H2 2022 was -56.5 mNOK, essentially unchanged from -56.4 mNOK in H2 2021.  For the full year, revenue was 3.9 mNOK compared to 2.5 mNOK in 2021. Adjusted EBITDA totaled -96.4 mNOK in 2022 compared to -81.7 mNOK in 2021.

During the second half of 2022, cash flow from operations and investments, before financing and facilitation, decreased by -13.4 mNOK to -60.6 mNOK. The underlying average monthly operating cash flow in the second half of 2022 was -10.1 mNOK compared to -7.9 mNOK in the same period last year. This was in line with expectations, and the average monthly burn rate is expected to decrease again in 2023.

On 31 December 2022, cash and equivalents were 50.5 mNOK, down from 152.3 mNOK at the end of 2021, and down from 109.7 mNOK on 30 June 2022. Total equity as of 31 December 2022 was 55.4 mNOK. Total liabilities totaled 14.1 mNOK on 31 December 2022 and were entirely comprised of short-term liabilities. This resulted in an equity ratio of 80%, roughly stable versus the position at the end of 2021.

On 22 November 2022, Zwipe announced a rights issue raising approximately 100 mNOK in capital. The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments from the three largest shareholders in Zwipe. It is being carried out in order to strengthen the company’s financial position and enable the transition from start-up to scale-up.  The transaction is expected to close in March 2023 and will ensure the Group has sufficient working capital for the period covering at least 12 months from the date of close.

Going forward

We enter the new year with good momentum in the order book and belief that organization is structured to enable a year of significant growth.  Zwipe will use the funds from the rights issue to execute on our technology roadmap, accelerate our go-to-market strategy in both Zwipe Pay and Zwipe Access, assist our SCMs in becoming certified and mass production ready, and progress more rapidly with pilot projects.

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Results presentation

CEO Robert Puskaric and CFO Danielle Glenn will present the H2 2022 results by webcast today, Friday February 3rd, at 10:00 CEST.

Webcast details

Date: 3 February 2023

Time: 10:00 CET

Format: Webcast and Q&A

Language: English

Link: https://app.webinar.net/jQ7xPJLdgnw

Participants will be required to register to view the webcast and participate in the Q&A

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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 08:00 on 3 February 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.

For more information, please contact:

Danielle Glenn, CFO and Head of IR
+47 909 98 201

 

OSLO, NORWAY – 30 January 2023 – Zwipe AS will publish its H2 2022 report on 3 February 2023 at 08:00 CET.  On the same day at 10:00 CET, the Company will host a webcast to present the report. After the presentation, the webcast will be opened up for questions from the audience.

Participants are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to ir@zwipe.com. Participants will be required to register to view the webcast and participate in the Q&A.

Webcast details

Date: 3 February 2023

Time: 10:00 CET

Format: Webcast and Q&A

Language: English

Link: https://app.webinar.net/jQ7xPJLdgnw

###

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.

###

For more information, please contact:

Danielle Glenn, CFO and Head of IR
+47 909 98 201
ir@zwipe.com

HYDERABAD, INDIA and OSLO, NORWAY – 15 December 2022 – KL Hi-Tech, a leading provider of secure print products and solutions in India, has obtained the Letter of Approval (LoA) from VISA for its biometric payment card built on the Zwipe Pay platform.


With this Letter of Approval (LoA), consumers can use biometric payment cards from KL Hi-Tech built on the Zwipe Pay technology working seamlessly across Visa’s global payment network. This will address the increasing market demand for more security and convenience through biometric payment authentication.


On this development, Kartik Shekar, Vice President at KL Hi-Tech said, “We are extremely proud and pleased to receive the Visa LoA allowing the issuance and deployment of our biometric cards globally. This LoA comes at a point in time where we are seeing strong interest from issuers in our core markets to launch biometric payment cards based on the Zwipe Pay platform. This is an important milestone in our journey towards developing biometric solutions for the Fintech & Banking industry in the region and enabling a more secure and seamless user experience. Given India’s appetite for the next generation of payments, and the mass adoption of digital payments, biometric cards will only supplement the country’s vision to bring technology and finance together for years to come.”


Zwipe obtained its VISA Letter of Approval (LoA) for the Zwipe Pay platform on 24 March 2022, enabling smart card manufacturers working with Zwipe to swiftly obtain VISA certification for their own biometric payment card designs.


We are pleased to see that KL Hi-Tech has now received the Visa LoA for their biometric cards based on the Zwipe Pay platform. Achieving this key milestone has a very positive impact on the commercial rollout of Zwipe Pay enabled biometric payment cards in the region. On behalf of everyone at Zwipe, I congratulate the team at KL Hi-Tech on this achievement,” said Robert Puskaric, CEO of Zwipe.

About KL HI-TECH


KL HI-TECH is one of India's largest banking card manufacturers with an annual production capacity of over 30 million banking cards. In 2021 it was ranked as the 2nd largest banking card manufacturer in India as per the latest Nilson Report. It is a trusted partner to Central and State Governments, Banks and Financial Institutions, Telecom Companies, Universities and Colleges, Central and State Election Commissions, and Transport Utilities, it provides fool proof and secure Smartcard and security printing solutions.

For more information, contact info@klhitech.com

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 & cultures to make convenience safe & secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID 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 www.zwipe.com

OSLO, NORWAY – 2 DECEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022 and the notice dated 23 November 2023 of an extraordinary general meeting in the Company to be held on 2 December 2022 (the "EGM"), both regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”).

The EGM has today approved the Rights Issue. The minutes from the EGM have been attached to this notice and have also been made available on the Company's website, https://zwipe.com/investors.

Correction of the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022:

Pursuant to the EGM's resolution and in accordance with the Oslo Stock Exchange's procedural rules for trading in subscription rights, the subscription rights in the Rights Issue will be tradable from commencement of the subscription period and until 16:30 CET four (4) trading days prior to the end of the subscription period, i.e. on 14 March 2023 (and not on 15 March 2023 as announced in the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022), subject to the prospectus for the Rights Issue being approved in time for the subscription period to start on 6 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.

########

This 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 13:10 CET on 2 December 2022.

########

For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

OSLO, NORWAY – 23 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022, regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 2 December 2022 at 10:00 CET. The general meeting will be held as a virtual meeting on Microsoft Teams.

Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.

The deadline for registration of attendance and proxies is 1 December 2022 at 16:00 hours CET. Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings

Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.

The Board has proposed the following agenda:

  1. Opening of the General Meeting by the chair. Registration of meeting shareholders
  2. Election of a chair of the meeting and election of a person to co-sign the minutes
  3. Approval of the notice and the agenda
  4. Share capital increase in connection with a rights issue

########

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.

########

This 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 15:00 CET on 23 November 2022.

########

For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS 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.

*** The below text clarifies that the subscription period and planned trading in subscription rights will be in March 2023 and not March 2022.

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 2023.
  • 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 2023.
  • 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.

########

For further information contact:

Danielle Glenn, CFO and Head of IR, 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 19:30 on 22 November 2022.

########

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 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.

OSLO NORWAY – 22 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") earlier today, 22 November 2022, regarding a contemplated fully underwritten rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the “Rights Issue”). Key information relating to the Rights Issue is set out below.

Date on which the terms and conditions of the preferential rights issue were announced: 22 November 2022

Last day including right: 27 February 2023

Ex-date: 28 February 2023

Record Date: 1 March 2023

Date of approval: 2 December 2022

Number of new shares: 20,862,047

Subscription price: NOK 4.80

Ratio subscription rights: Each existing shareholder as of 27 March 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) subscription right for each share registered as held by the shareholder on the record date.

Subscription ratio: Nine (9) subscription rights will give the holder the right to subscribe for five (5) new shares (i.e. the holding of less than 9 subscription rights will not give the holder the right to subscribe for any new shares).

Manager: Erik Penser Bank AB

Will the rights be listed – yes/no: Yes, the Company will apply for listing of the subscription rights on Euronext Growth Oslo and Nasdaq First North.

ISIN for the preferential rights: To be announced when available

Other information: The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The rights issue is subject to the approval by the extraordinary general meeting of the Company, which will be held on 2 December 2022 (the "EGM"). Any changes in the dates included in this release will be communicated to the market by the Company.

########

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.

########

For more information, please contact:

Danielle Glenn, CFO and Head of IR

ir@zwipe.com

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS 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 – 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.

########

For further information contact:

Danielle Glenn, CFO and Head of IR, 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 19:30 on 22 November 2022.

########

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 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.

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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.

OSLO, NORWAY – 25 October 2022 – During the third quarter, Zwipe AS (“Zwipe” or “the company”) continued to strengthen its platform and market position to help its customers deliver biometric payment and access control cards to the market.

Significant events during the period

  • Mastercard certifies Zwipe Pay Biometric Payment Card (“BPC”) Platform.
  • Tag Systems, a major Zwipe Smart Card Manufacturer (“SCM”) customer, obtains Mastercard Letter of Approval (“LoA”) for cards built on the Zwipe Pay platform.
  • Fraport announces that the project on biometric access control at Frankfurt Airport (The Digital Factory Project) was successfully completed, with Zwipe passing all required tests in order to successfully complete the pilot project.
  • Zwipe’s SCM customers have expanded the issuer pipeline significantly - engagements started with 10 new large issuers globally.
  • Zwipe creates Customer Success department to accelerate pilot execution and names Jens Hansen to head the unit.

Significant events after the period

  • On 11 October 2022, Zwipe announced a significant commercial order for Zwipe Pay totaling $225,000 from a large European SCM, making it the single largest commercial order in a quarter to date for Zwipe. Delivery is targeted for the fourth quarter. 
  • On 14 October 2022, Civix announced a partnership with Zwipe to bring biometric access control cards to airports in the USA and elsewhere in the Americas.

Operational review

In August 2022, Zwipe received the Component Conformity Statement (CCS) certificate from Mastercard, a significant milestone for the Zwipe Pay platform. With this certification, Zwipe became the first biometric payment card platform available to SCMs to achieve scheme approvals from both VISA and Mastercard.  Soon after this announcement, Tag Systems was the first of our SCM customers to receive approval by Mastercard to deploy their biometric card products using the Zwipe Pay platform.  Certification from Mastercard is expected to further accelerate issuer pilots and planned launches based on Mastercard's network.

Zwipe continues to focus on executing our signed issuers’ pilots.  In total, seven issuer pilot projects are progressing according to issuer plans – including our first major announced pilot, the global Tier-1 bank pilot and the MEPS pilot. Additional pilot launches are expected in the coming quarters, with start dates to be defined by issuers. Zwipe’s SCM customers also saw a significant expansion in their issuer pipelines during the quarter, beginning engagements with ten new large and medium sized banks – primarily in the Latin America (“Latam”) and Asia Pacific (“APAC”) regions.

We also continued to make significant progress for Zwipe Access during the third quarter. In July, Fraport AG announced the conclusion of The Digital Factory – Biometric Security Controls project at Frankfurt Airport. Zwipe Access cards were tested by Fraport employees in real-time and passed all project requirements successfully. Zwipe is now shortlisted as a suitable contender to provide next generation access control when Fraport moves forward. Just after the end of the third quarter, Civix, one of America’s leading providers of security solutions to over 100 airports in North and Latin America, selected Zwipe’s access control technology to augment their security propositions for airport operations – further enhancing Zwipe’s position in the airport vertical.

On the technology side, the R&D team has continued to make good progress on finalizing our mobile enrollment solution for both Android and iOS, ensuring value-added enhancements that will enable consumers to have a seamless enrollment experience. 

Zwipe also took an important step by establishing a dedicated Customer Success team to accelerate pilot execution.  Jens Hansen was recruited to lead this department and becomes a member of the Zwipe Leadership Team, while several employees were transferred to the Customer Success unit.

Most importantly, Zwipe is ending the year with strong momentum, having announced the single largest commercial order in a quarter to date for Zwipe. Further traction with this SCM and others is expected in 2023.

Financial review

Zwipe had total revenue of 0.8 mNOK during Q3 2022 versus revenue of 0.4 mNOK in Q3 2021. Net cash flow from operations was -24.2 mNOK versus -15.8 mNOK in Q3 2021, equating to an underlying average monthly operating cash flow in the third quarter of 2022 of -8.0 mNOK.  Cash and cash equivalents stood at 85.8 mNOK at the end of Q3 2022 compared to 183.7 mNOK at the end of Q3 2021.

Operational update presentation

CEO Robert Puskaric and CFO Danielle Glenn will do a short presentation on the operational update today, Tuesday October 25th, at 09:30 CET.

Webcast details

Format: Webcast and Q&A

Language: English

Link: Zwipe Q3 2022 operational update

Participants will be required to register to view the webcast and participate in the Q&A

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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 08:00 on 25 October 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.

For more information, please contact:

Danielle Glenn, CFO and Head of IR

+47 909 98 201, ir@zwipe.com

Media Inquiries

Tony Heavens
,
SVP - Marketing & Communications