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Zwipe AS - Zwipe Board proposes rights issue of NOK 35 million

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OSLO, NORWAY – 8 NOVEMBER 2023 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, 7 November 2023, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). Approximately NOK 24.5 million of the Rights Issue is guaranteed through subscription commitments and so-called bottom guarantee commitments. Furthermore, the Company has received a so-called top guarantee commitment of an amount corresponding to approximately NOK 10.5 million. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company (the "Convertible Loan"). Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million. The subscription commitments, the bottom guarantee commitments and the top guarantee commitment, entail that the Company shall receive at least approximately NOK 35.0 million before issue costs in connection with the Rights Issue. The Rights Issue and the new issue of the Convertible Loan requires approval by the extraordinary general meeting of the Company expected to be held on 22 November 2023 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.

Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.

Zwipe continues to make considerable progress within Zwipe Pay even if market adoption during 2023 has been slower than anticipated. Zwipe has more than 20 partners worldwide, and Zwipe’s partners are currently in discussions with more than 50 potential issuers regarding pilots and launches of biometric payment cards (“BPCs”) based on Zwipe’s platform. In the second quarter of 2023, Kuwait International Bank and Middle East Payment Services were responsible for the first commercial launches of Zwipe’s biometric payment cards. Discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order. These two launches have also attracted significant attention from other financial institutions in the region, and several banks are considering going straight to a commercial pre-launch of BPCs and skipping over a typically lengthy pilot period. In Europe and APAC, Zwipe and its partners are intently focusing on launching BPCs with fintechs, who have the potential to move faster in deploying BPCs than more traditional banks.

Within Access, Zwipe continues to foster strategic partnerships that enhance reach and credibility within the industry. Zwipe’s partners include such major players as Schneider Electric, Certego, AWT, MC Dean, and Matrix and proofs of concept and testing are currently being carried out with clients such as Berkshire Hathaway Energy Group, Richmond International Airport, Prosegur Grupo, global Top 100 tech company, and a global Top 3 cloud services provider.

In June 2023, the company announced a streamlining and the full effects of that streamlining are only being seen now in the fourth quarter 2023. H1 2024 operational costs are expected to be more than 40% lower than H1 2023. Management and the Board continue to evaluate strategic options and ways to operate the company in the most cost-efficient manner possible.

The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within payments and access control. Zwipe has made substantial progress in both Zwipe Pay and Zwipe Access, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2024 and in its transition to a phase of sustainable, long-term commercial success.

Robert Puskaric, CEO of Zwipe comments:

"Zwipe continues to see strong interest in bringing both biometric payment and access control cards to market globally. While commercial launches have not happened as fast as we would have liked thus far, signs still point to market adoption happening in the coming quarters. Proceeds from the rights issue will give us more financial flexibility and enable us to execute on our commercial objectives for both Zwipe Pay and Zwipe Access. We are operating in an efficient and agile manner and proceeds from the rights issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."

Key terms of the Rights Issue

The Board has today resolved to propose that the EGM resolves on the Rights Issue of 58,413,732 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for one unit ("Unit") consisting of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T01 (the "Warrants") for a subscription price of NOK 0.60 per Unit. Two Warrants give the right to subscribe for one ordinary share in the Company in the period beginning on 2 December 2024 and ending on 13 December 2024. The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 35.0 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in December 2024.

The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (the "record date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant.

Subscription of Units with or without preferential rights shall take place during the period 28 November 2023 - 13 December 2023. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period 28 November 2023 – 7 December 2023.

Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.

Units will be allocated in the Rights Issue in accordance with the following criteria:

Allocation of Units shall be made according to granted or acquired transferable subscription rights which have been validly exercised during the subscription period.
Units not allocated pursuant to a) above, will be allocated to subscribers who have exercised their transferable subscription rights and oversubscribed. These subscribers will be allocated additional Units based on the amount of transferable subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing lots.
If not all Units in the Rights Issue are allocated pursuant to a) and b) above, Units will be allocated to the guarantors who have entered into bottom guarantee commitments, on a pro-rata basis based on the amount of each guarantor's guarantee commitment. To the extent that pro-rata allocation is not possible, the Company will determine the allocation by drawing lots.

Two (2) Warrants entitle, during the period 2 December 2023 - 13 December 2024, to the subscription of one (1) new share in Zwipe at an exercise price corresponding to 70 percent of the volume-weighted average price paid for Zwipe's share on Euronext Growth Oslo during the 10 trading days that precedes the exercise period, however not less than NOK 0.10 and not more than NOK 1.20.

There will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the record date in the Rights Issue.Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published around 24 November 2023.

Subscription commitments and bottom guarantee commitments

In connection with the Rights Issue, the Company has received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.

In addition, Zwipe has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid.

The subscription commitments and bottom guarantee commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements.

Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.

Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment

Zwipe has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements.

In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for the Convertible Loan. Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million.

The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the Top Guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate.

The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share.

The top guarantor will also have the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor shall be entitled to subscribe for will amount to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments divided by 0.78.

Detailed information regarding the top guarantor will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.

Preliminary time plan for the Rights Issue

22 November 2023: Last trading day including the right to receive subscription rights

23 November 2023: First trading day excluding the right to receive subscription rights

24 November 2023: Publication of prospectus

24 November 2023: Record date for participation in the Rights Issue

28 November – 7 December 2023: Trading in subscription rights at Nasdaq First North Growth Market Sweden and Euronext Growth Market Oslo

28 November – 12 December 2023: Subscription period on Nasdaq First North Growth Market Sweden

28 November – 13 December 2023: Subscription period on Euronext Growth Market Oslo

13 December 2023: Publication of preliminary outcome of the Rights Issue

Change in share capital, number of shares and dilution

Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 5,841,373.20, from NOK 5,841,373.20 to NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.

Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan, the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.

In the event that all outstanding warrants issued in the Rights issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60. In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.

Extraordinary general meeting

The Rights Issue and the new issue of the Convertible Loan requires the approval by the EGM expected to be held on 22 November 2023 to be implemented. The notice of the EGM will be published in a separate press release.

Advisor
Zwipe has engaged Hagberg & Aneborn Fondkommission AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.

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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 07:30 on 8 November 2023.

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 further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.

Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.

ZWIPE AS – Q3 2023 Operational Update

OSLO, NORWAY – 23 October 2023 – During the third quarter, Zwipe continued to demonstrate progress and saw strong interest from partners in bringing biometric payment and access control cards to markets globally.

Significant events during the period

Beautiful Card Corporation (“BCC”) receives LoA from Mastercard to deploy Zwipe Pay biometric payment cards, making it the second Zwipe smart card manufacturer (“SCM”) to receive certification from both major payment schemes.
Zwipe partners with OLOID to offer biometric access cards globally.
Zwipe partners with AWT to provide biometric access cards in Sweden.
Zwipe partners with Sintesi to offer biometric cards for physical and logical access control in Italy.

Significant events after the period

Zwipe becomes an EMVCo subscriber to support biometric payment cards globally.
Zwipe and NCS join forces to revolutionize biometric access solutions.

Operational review

The overall adoption of biometric payment cards remains slower than expected, but Zwipe continues to position itself well for the moment biometric payment cards become more mainstream. Globally, Zwipe and its partners now have ongoing dialogues with more than 50 potential issuers of BPCs.

In the first three quarters of 2023, Zwipe expanded its partnerships in APAC such that we have a presence in 10 countries in the region. During the third quarter, Zwipe received its first small order from our Japanese SCM for a demo kit for testing and demonstration to Issuer end customers, with at least one such intended Issuer being a major global bank. In Europe, neobanks and fintechs – particularly in the UK and France – continue to show interest in BPCs, and Zwipe believes that the first launches in Europe will come from these newer players rather than more traditional banks. Zwipe and our main European SCM partner are actively working on more than ten potential BPC projects with UK fintechs, and also plan a joint development campaign aimed at the French fintech ecosystem in the fourth quarter. In the Middle East and Africa (“MEA”), Kuwait International Bank (“KIB”) and Middle East Payment Services (“MEPS”) were responsible for the first commercial launches of Zwipe BPCs during the second quarter. KIB reports high satisfaction internally and with their high net worth Visa Infinite clients to whom the initial launch was targeted, and discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order.

In Zwipe Access, we are making substantial inroads in establishing the market for biometric access control cards in high-security verticals, with a high volume of PoCs – some with well-known global companies – now progressing, many important go-to-market partnerships signed or in progress, and product starter kits delivered to more than ten well-known, global enterprise partners whose end customers include data centers, healthcare facilities, airports, government agencies and critical infrastructure operators. Substantial third quarter activity points to real demand in the market for biometric access control solutions, and a real desire from our partners to bring Zwipe Access to their customers.

In North America, Schneider Electric Co. has completed tests and validation and confirmed good results. We are now negotiating an OEM agreement to include Zwipe Access cards in Schneider’s product offering, which they intend to market globally through their extensive network of companies and partners. Our partner MC Dean is currently conducting in-depth testing and validation of Zwipe Access cards on behalf of a Top 3 global cloud services and data centers provider, as well as other Fortune 100 global customers and government agencies. Berkshire Hathaway Energy Group (BHE) is currently testing Zwipe’s biometric access control cards for compatibility, with the goal of replacing the legacy install base and extending the use of Zwipe biometric cards to new sites. Elsewhere in the USA, the announced proof-of-concept at Richmond International Airport has been extended to allow more testing and validation under the most extreme security and environmental conditions. We anticipate that the final report and recommendations to the aviation industry by the National Safe Skies Alliance will be published in the fourth quarter.

In Sweden, AWT, a Zwipe partner and major player in the Nordics, has received an initial small order from a global Top 100 tech company for an initial soft launch at their headquarter location. This is expected to be the foundation for further scaling up, with gradual expansion to most of their global workforce by the end of 2025. Certego, a major system integrator of access security and monitoring solutions has begun discussions to provide Zwipe’s biometric access control cards to over 100 government agencies.

Commercial priorities for 2023 remain unchanged, with the company focusing on accelerating commercialization while carefully deploying funds and maximizing cash runway.

Financial review

Zwipe reported total revenue of 0.3 mNOK during Q3 2023 versus revenue of 0.8 mNOK in Q3 2022. Cash flow from operations was -27.1 mNOK in Q3 2023 versus -24.2 mNOK in Q3 2022, equating to an average monthly operating cash flow in Q3 2023 of -9.0 mNOK versus 8.1 mNOK in the same period last year. As a result of the restructuring announced in June, changes in the organization's operational cost base are starting to show, and the full impact of these changes is expected to show from Q4 2023. Cash and cash equivalents stood at 48.3 mNOK at the end of Q3 2023 compared to 85.8 mNOK at the end of Q3 2022, and 50.5 mNOK at the end of 2022.

Operational update presentation

CEO Robert Puskaric and CFO Danielle Glenn will do a short presentation on the operational update today, Monday October 23^rd, at 10:00 CET.

Audiocast details

Date: 23 October 2023

Time: 10:00 CET

Format: Audiocast and Q&A

Language: English

Link: https://app.webinar.net/GnOpyeAy2Yr

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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 07:30 on 23 October 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

Zwipe H1 2023 Report – first Zwipe Pay commercial launches

OSLO, NORWAY – 24 August 2023 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.

Significant events H1 2023

Zwipe successfully completes rights issue raising approximately 100.1 million NOK in new capital.

Zwipe and Kuwait International Bank (“KIB”) announce the first commercial launch of biometric payment cards to KIB’s Visa Infinite clients.

Middle East Payment Services (“MEPS”) announces the commercial launch of biometric payment cards from Zwipe in partnership with Mastercard.

Beautiful Card Corporation (“BCC”) granted approval from Mastercard to deploy biometric payment cards using Zwipe Pay.

Zwipe signs new partnerships with Antworks Money, Wahyukartu, TBHP, and Unicard to deliver biometric payment cards (“BPCs”) in India, Indonesia, Vietnam, and the MEA region respectively.

Civix and Zwipe Initiate Proof-of-Concept with Safe Skies at Richmond International Airport.

Zwipe signs new partnerships with CardLogix, OLOID, and a large German partner to deliver biometric access cards.

H1 2023 operational review

In May, Kuwait International Bank (KIB) announced the first commercial launch of biometric payment cards based on Zwipe Pay technology to their VISA Infinite customers in Kuwait. On the back of this launch, KIB is now considering making the biometric card more widely available to cardholders across their customer base. The announcement generated extensive interest in the region from our partners to either initiate or accelerate the launch of biometric payment card programs for other issuers. Later in May, MEPS, in partnership with Mastercard, announced the second commercial launch of BPCs from Zwipe. The MEPS announcement is significant as it will enable a wide range of regional banks to launch BPCs more rapidly.

During the first half, Zwipe also signed eight new partnerships with SCMs and perso bureaus in the APAC region. Early in the third quarter, Zwipe also signed a partnership agreement with a major Japanese SCM, a first for Zwipe in this very important market in terms of both payment transaction volume and value, and a second agreement with a partner in Taiwan. These new agreements and partnerships represent expanded geographic scope for Zwipe, and Zwipe is working closely with our partners to bring biometric payment cards to issuers in these large and dynamic new markets.

Zwipe also released the market’s first available mobile enrolment solution, including a Software Development Kit (“SDK”) with reference apps for iOS and Android available in the respective Apple and Google official app stores. Mobile enrolment solutions are deemed very important by issuers considering launches of BPCs. Zwipe also refreshed our payment scheme certifications and released Zwipe Pay version 1.1, based on the updated standards from Mastercard and Visa.

On the Zwipe Access side, Zwipe initiated several proofs of concept in our target verticals in the USA and Europe. Of particular importance was the announcement that our partner Civix is performing a PoC at Richmond International Airport in conjunction with Safe Skies Alliance. In total, more than ten PoCs are underway and progressing and approximately ten more PoCs are also already in the pipeline for the second half of this year. During the first half, we also signed multiple important go-to-market partners including industry leaders Cardlogix and OLOID and roughly doubled our number of GTM partners. In total, twelve partners have signed or are in the process of signing distribution agreements. The initiation of PoCs and signing of important GTM partners makes us confident we will see commercial deployments of the Zwipe Access solution in H2 2023.

Fundraising and restructuring

In March 2023, Zwipe successfully completed a rights issue raising approximately 100.1 mNOK in capital. While the fundraising should enable Zwipe’s transition toward commercialization, we are cognizant that market adoption of biometric cards through 2023 has been slower than anticipated, impacting not only Zwipe but also Zwipe's partners and competitors. As a consequence, we announced a restructuring of the company in June – bringing down costs substantially to reflect the current realities, but not affecting our ability to serve our customers and partners. These initiatives are expected to reduce the group’s operating costs in 2023 by approximately NOK 14 million compared to 2022 and lower the cost base by approximately NOK 35 million on an annual basis. Once executed, the improvements are expected to have full impact from the fourth quarter of 2023.

The main message from the restructuring announcement is that the development of both the Zwipe Pay and Zwipe Access products has largely been completed. In the context of R&D having been largely completed, the focus of the fundraising and the restructuring has been to accelerate Zwipe’s path towards commercialization.

H2 2022 financial review

Zwipe reported total revenues of 1.7 mNOK during H1 2023, up 113% from 0.8 mNOK in H1 2022, while total operating expenses increased by 9.0 mNOK to 57.5 mNOK in H1 2023 from 48.4 mNOK in H1 2022. The above resulted in net income for H1 2023 of -55.9 mNOK, 8.5 mNOK lower than -47.4 mNOK in H1 2022.

Total net cash flow for H1 2023, including cash flow from financing and investing activities, was 25.5 mNOK compared to -42.6 mNOK in H1 2022, as Zwipe successfully completed a rights issue raising 100.1 mNOK in gross proceeds in H1 2023. Cash flow from operations and investments, before financing and facilitation, decreased by -10.8 mNOK to -59.3 mNOK from -48.6 mNOK in H1 2022. The underlying average monthly operating cash flow in the H1 2023 was -9.9 mNOK compared to -8.1 mNOK in the same period last year. The monthly net burn rate is expected to decrease by roughly 30% in the second half of 2023 compared to the first half as a result of the June restructuring announcement.

On 30 June 2023, cash and cash equivalents were 76.0 mNOK, compared to 50.5 mNOK at end 2022 and 109.7 mNOK on 30 June 2022. The development in cash balance since year-end 2022 is mainly a result of the negative operational cash flow of 59.3 mNOK plus proceeds from the rights issue in H1 2023. Total assets stood at 98.4 mNOK and total equity as of 30 June 2023 was 85.4 mNOK, giving an equity ratio of 87%.

Going forward

Zwipe continues to make progress with its first Zwipe Pay commercial launches and multiple Zwipe Access PoCs being executed. But in the context of delayed volume ramp-up in biometric payment cards, the biometric access control market still being established, and a leaner organization, our focus will be on thoughtfully deploying funds to keep Zwipe on the path to real commercialization of our solutions.

Results presentation

CEO Robert Puskaric and CFO Danielle Glenn will present the H1 2024 results by webcast today, Thursday August 24th, at 10:00 CEST.

Webcast details

Date: 24 August 2023

Time: 10:00 CET

Format: Webcast and Q&A

Language: English

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

Participants will be required to register to view the webcast and participate in the Q&A, and are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to 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 08:00 on 24 August 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
ir@zwipe.com

Zwipe AS – invitation to presentation of H1 2023 financial report

Zwipe AS – EGM minutes 10 July 2023

Zwipe AS – Notice of Extraordinary General Meeting 10 July 2023

OSLO, NORWAY – 28 June 2023 - The Board of Directors of Zwipe AS (the "Company") call for an Extraordinary General Meeting (the "EGM") to be held on 10 July 2023 at 10:00 CEST. The EGM will be held as a digital meeting on Microsoft Teams.

Please find attached the notice of the EGM. The notice and Zwipe's Annual Report for 2022 are available on the Company's website, https://www.zwipe.com/investors.

Shareholders who wish to attend the EGM in person or by proxy or vote in advance are encouraged to register this electronically by following the link on the Company’s website https://www.zwipe.com/investors/general-meetings or via VPS Investor Services, by sending a signed version of the form attached to the notice by e-mail to genf@dnb.no, or by ordinary mail to: DNB Bank ASA, Registrars Department, Postboks 1600 Sentrum, NO-0021 Oslo. Notification of attendance, proxy or advance votes must be registered online or received by DNB Bank ASA, Registrars Department by 16:00 hours CEST on 7 July 2023.

In order to be invited to the meeting, Zwipe's administration will need to have the shareholder's email address in advance. Shareholders must after having registered their attendance also register their email address by sending an email to ir@zwipe.com prior to 16:00 hours CEST on 7 July 2023.

The Board of Directors (the "Board") has proposed the following agenda:

Opening of the general meeting by the chair. Registration of meeting shareholders.
Election of a meeting chairperson and person to co-sign the minutes together with the chairperson.
Approval of the notice and the agenda.
Election of a new member to the Board.
Remuneration to the new member of the Board.
Approval that the Board may make amendments to the Company's RSU incentive program.

Proposed decisions from the Board:

Matter no. 4: Election of a new member to the Board

The Company's nomination committee (the "Nomination Committee") has proposed that the Board is supplemented by Robert Jansson. Subject to the EGM's approval, the Board for the period from the EGM and until the Company's annual general meeting in 2025 will comprise:

Jörgen Lantto, Chair of the Board
Dennis Jones
Tanya Juul Kjaer
Christina Örn
David Chew
Robert Jansson

A mini-CV for Robert Jansson has been included as an attachment to the notice.

Matter no 5: Remuneration to the new member of the Board

The Nomination Committee proposes that Robert Jansson receives a remuneration of NOK 130,000 for the period until the Company's annual general meeting in 2024.

Matter no. 6: Approval that the Board may make amendments to the Company's RSU incentive program

On 11 May 2023, the Company's annual general meeting (the "AGM") adopted a resolution on a new incentive scheme directed towards the Company's leading employees and other key personnel in the form of so-called restricted share units (hereinafter the "RSU plan" and "RSUs"). The main rationale behind the RSU plan is to create long-term ownership, being expected to stimulate an increased interest in the business and performance development.

In the notice to the AGM, it was stated that the vesting period for the RSUs will be four years from grant. Following the AGM, the Board has however further assessed the various aspects of the RSU plan as previously presented, hereunder the terms of vesting. In this regard, the Board on 28 June 2023, assessed it as beneficial to amend the conditions of the vesting schedule under the RSU plan. The Board has therefore resolved that the current arrangement with 100% vesting at the expiry of the four-year period is replaced with an annual vesting schedule, with 1/3 vesting at the end of the 2^nd, 3^rd and 4^th year from grant, meaning no vesting after the 1^st year. It is assumed that the EGM should approve such change.

The Board has not at this point in time found reason to make any other amendments to the RSU plan or its scope but has proposed that the EGM grants a general authorization to the Board to make changes to the RSU plan, however not including changes of terms with a direct impact on the maximum dilution potentially caused by the RSU plan such as the maximum number of RSUs under the plan and that one vested RSU gives the right to acquire one share in the Company.

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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 12.00 CEST on 28 June 2023.

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For more information, please contact:

Danielle Glenn, CFO and Head of IR: ir@zwipe.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 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 https://www.zwipe.com/.

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