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Prospectus Dec 2019

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

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Restricted Access

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful. We apologize for any inconvenience this may cause.

Important information

Due to legal restrictions, the information on this part of Zwipe AS' website is not accessible to certain persons. We kindly ask you to review the following information and provide the following confirmation each time you wish to access these websites. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this page.

In certain jurisdictions, the publication or distribution of the information on the following websites may be subject to legal restrictions and all persons accessing these websites should inform themselves about and abide by such legal restrictions.

The information contained in this section of Zwipe AS' website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the Russia, Belarus, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States of America or any other state or jurisdiction where such action is wholly or partially unlawful or would require additional prospectuses, other offer documentation, registration or other measures than those required by Swedish or Norwegian law. The information on the following pages is not directed to persons located in Russia, Belarus, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States of America or in any other jurisdiction where the offer or sale of subscription rights, paid subscribed units, new warrants, or new shares (together, the “Securities”) is not permitted. The information on the websites does not constitute any offer regarding any of Zwipe AS Securities to any person in said jurisdictions. The information on the websites may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements. Failure to comply with these instructions may result in a violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or securities regulations applicable in other jurisdictions.

None of the Securities have been or will be registered under the Securities Act, or the securities laws of any state or other jurisdiction in the United States, and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the Securities in the United States.

None of the Securities have been or will be registered under the securities legislation of any state or other jurisdiction and may not be offered, subscribed for, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into Russia, Belarus, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States of America or in any other jurisdiction where such action would require additional prospectuses, registration or measures other than those pursuant to Swedish or Norwegian law.

In the United Kingdom, this information is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). This information must not be acted on or relied on by persons in the UK who are not Relevant Persons.

While Zwipe AS believes that the information posted on the following pages is accurate and complete as of the posted date, and while Zwipe AS may post new information from time to time, Zwipe AS does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so.

To access the information contained in this section of Zwipe AS' website, all persons must first ensure that they are not subject to legal restrictions that limit their right to access the information on this part of Zwipe AS website.

We therefore kindly ask you to confirm that you are resident and physically present outside Russia, Belarus, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States of America or any other jurisdiction where such action is wholly or partially unlawful or would require additional prospectuses, registration or other measures than those required by Swedish or Norwegian law, and are entitled to access the information on these websites without being subject to restrictions in any law or other regulations and without any further action being required by Zwipe AS. We also kindly ask you to confirm that you have read the information, conditions, and restrictions above, and confirm that you agree to comply with these.

By clicking “Yes, I confirm”, you confirm and certify that you have read and understood the foregoing, and hereby make the certifications above and agree to comply with all of the above restrictions and are representing that you are not located in or a resident of, or incorporated in, Russia, Belarus, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States of America or in any other jurisdiction where the offer or sale of the Securities is not permitted.

Prospectus Dec 2019