Zwipe AS: Information regarding subscription rights to shares

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Zwipe AS: Information regarding subscription rights to shares

Reference is made to the announcement made by Zwipe AS (the Company) on 4 December 2019 regarding approved and published prospectus, as well as the announcement on 10 November 2019 of the preferential rights issue of up to NOK 74 million by issuing up to 10,635,525 new shares in the Company, and the announcement on 2 December 2019 of the approval by the extraordinary general meeting in the Company of the preferential rights issue.

Existing shareholders who are registered in the Company's shareholder register in the VPS as of 4 December 2019 will receive subscription rights (hereinafter referred to as the eligible shareholders). Shares that were acquired until and including 2 December 2019 will give the right to receive subscription rights, whereas shares that were acquired from and including 3 December 2019 will not give the right to receive subscription rights.

The rights issue is being offered to eligible shareholders in Norway based on the prospectus and, after passporting of the prospectus to Sweden on 4 December 2019, the offering is also made to eligible shareholders in Sweden. Eligible shareholders will be granted tradable subscription rights giving a preferential right to subscribe for, and be allocated, shares in the rights issue. The subscription price in the rights issue is NOK 7.00 per share. Each eligible shareholder will be granted one (1) subscription right for each existing share. Three (3) subscription rights will give the right to subscribe for, and be allocated, two (2) shares in the rights issue.

The subscription rights will be credited to and registered on each eligible shareholder's VPS account on 5 December 2019 under ISIN NO0010869415. The subscription rights will be distributed free of charge to eligible shareholders.

The subscription rights (whether granted or acquired), must be used to subscribe for the new shares before the end of the subscription period (i.e. 19 December 2019 at 16:30 hours (CET)) or sold before 17 December 2019 at 16:30 hours (CET). Subscription rights that are not sold before 17 December 2019 at 16:30 hours (CET) or exercised before 19 December 2019 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of subscription rights (whether granted or acquired) should note that subscriptions for shares must be made in accordance with the procedures set out in the prospectus and that the acquisition of subscription rights does not in itself constitute a subscription for shares.

Subscription rights of eligible shareholders resident in jurisdictions where the prospectus may not be distributed and/or with legislation that, according to the Company's assessment, prohibits or otherwise restricts subscription for shares and eligible shareholders located in the United States and whom the Company does not reasonably believe to be a qualified institutional buyer (QIB) will initially be credited to such shareholders' VPS accounts. Such crediting specifically does not constitute an offer to these shareholders. The Company will instruct DNB to, as far as possible, withdraw the subscription rights from such shareholders' VPS accounts.

The subscription rights will be tradable and listed on Merkur Market with ticker code "Zwipe-ME T" from and including 09:00 hours (CET) on 5 December 2019 to 16:30 hours (CET) on 17 December 2019. The subscription rights will hence only be tradable during part of the subscription period.

The Company is currently not able to establish if the subscription rights are expected to have an economic value, since the quoted price of the Company's shares is currently lower than the subscription price in the rights issue. The holders of the subscription rights may, therefore, not be able to sell the subscription rights against payment of a consideration.

Pursuant to certain underwriting agreements, certain external investors have undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the underwriting agreements, to underwrite for subscription and payment of new shares in the aggregate amount of NOK 55 million, corresponding to 73.9% of the rights issue. In addition, certain existing shareholders have pre-committed to subscribe and pay for new shares in a total amount of NOK 2.1 million. Finally, certain external investors have acquired subscription rights against pre-committing to subscribe and pay for the new shares which the subscription rights entitle to, in a total amount of NOK 9.9 million. Jointly, the pre-committing shareholders, the pre-committing investors and the underwriters have committed and underwritten for subscription and payment of NOK 67 million for new shares equal to 90% of the rights issue.

The matters mentioned above are described in more detail in section 5 of the prospectus published on the Company's website https://zwipe.com/investors and on the manager Erik Penser Bank AB (publ)'s website https://www.penser.se/corporate-finance/#pagaende-uppdrag.

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For further information please contact:

André Løvestam, CEO

ir@zwipe.com

+47 93 04 40 40

Zwipe AS: Transactions by primary insiders

Reference is made to the announcement made by Zwipe AS (the Company) on 10 November 2019 of the preferential rights issue of up to NOK 74.5 million by issuing up to 10,635,525 new shares in the Company, and the announcement on 2 December 2019 of the approval by the extraordinary general meeting in the Company of the preferential rights issue.

The subscription rights connected to the rights issue will be credited to and registered on each existing shareholder's VPS account on 5 December 2019. Each shareholder will be granted one subscription right for each existing share. Three subscription rights will give the right to subscribe for, and be allocated, two shares in the rights issue.

Primary insider Jörgen Lantto, chairman of the Company, will be granted 320,000 subscription rights and entered into commitments on 7 November 2019 to subscribe for 213,333 shares in the rights issue at a subscription price per share of NOK 7.00. Mr. Lantto's shareholding after completion of the rights issue will be 533,333 shares.

Primary insider Dennis Jones, board member of the Company, will be granted 37,500 subscription rights and entered into commitments on 7 November 2019 to subscribe for 25,000 shares in the rights issue at a subscription price per share of NOK 7.00. Mr. Jones's shareholding after completion of the rights issue will be 62,500 shares.

Primary insider Espen Tøndel, board member of the Company, will be granted 31,352 subscription rights and entered into commitments on 7 November 2019 to subscribe for 14,286 shares in the rights issue at a subscription price per share of NOK 7.00. Mr. Tøndel's shareholding after completion of the rights issue will be 45,638 shares.

Primary insider Johan Biehl, board member of the Company, will be granted 190,000 subscription rights and entered into commitments on 7 November 2019 to subscribe for 10,714 shares in the rights issue at a subscription price per share of NOK 7.00. In addition, Mr. Biehl entered into agreements to transfer 173,929 subscription rights to pre-committing investors and underwriters without consideration on 7 November 2019. Mr. Biehl's shareholding after completion of the rights issue will be 200,714 shares.

Primary insider Energetic AS, owned by André Løvestam, CEO of the Company, will be granted 140,000 subscription rights and entered into commitments on 4 December 2019 to subscribe for 11,111 shares in the rights issue at a subscription price per share of NOK 7.00. In addition, Energetic AS entered into agreements to transfer 123,333 subscription rights to pre-committing investors and underwriters without consideration on 7 November 2019. Energetic AS' shareholding after completion of the rights issue will be 151,111 shares.

Primary insider Robert Müller, CTO of the Company, is not currently a shareholder, but has entered into commitments on 7 November 2019 to subscribe for 28,572 shares in the rights issue at a subscription price per share of NOK 7.00. Mr. Müller's shareholding after completion of the rights issue will be 28,572 shares.

Primary insider Photon Future Ltd, represented on the board of directors of the Company by the board members Samuel Chester and Dorian Barak, will be granted 915,869 subscription rights and entered into agreements to transfer 915,869 subscription rights to pre-committing investors and underwriters without consideration on 7 November 2019. Photon Future Ltd's shareholding after completion of the rights issue will be 915,869 shares.

Primary insider Launch AS, owned by the board member Kim Humborstad will be granted 849,298 subscription rights and entered into agreements to transfer 849,298 subscription rights to pre-committing investors and underwriters without consideration on 7 November 2019. Launch AS' shareholding after completion of the rights issue will be 849,298 shares.

Primary insider Feat Invest AB, represented on the board of directors of the Company by Zwipe board member Johan Biehl, will be granted 301,500 subscription rights and entered into agreements to transfer 251,500 subscription rights to pre-committing investors and underwriters without consideration on 7 November 2019. Feat Invest AB's shareholding after completion of the rights issue will be 301,500 shares.

This information is subject to the disclosure requirements pursuant to section 6.2 of the Continuing obligations of companies admitted to trading on Merkur Market.

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For further information please contact:

André Løvestam, CEO

ir@zwipe.com

+47 93 04 40 40

Approved and published prospectus regarding rights issue

Reference is made to the announcement made by Zwipe AS (the Company) on 10 November 2019 of the preferential rights issue of up to NOK 74.5 million by issuing up to 10,635,525 new shares in the Company, and the announcement of the approval by the extraordinary general meeting in the Company of the preferential rights issue on 2 December 2019.

The prospectus containing complete information regarding the rights issue and information about the Company was approved by the Financial Supervisory Authority of Norway (NFSA) as competent authority under the EU Prospectus Regulation on 4 December 2019. It is published on Zwipe AS' website https://zwipe.com/investors and on the manager Erik Penser Bank AB (publ)'s website https://www.penser.se/corporate-finance/#pagaende-uppdrag.

The prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 and related secondary legislation, which implements the EU Prospectus Regulation, in Norwegian law.

The prospectus has today been border-crossed to Sweden through notification from the NFSA to Finansinspektionen in Sweden meaning that the subscription period under the rights issue will start as planned in Norway and Sweden on Thursday 5 December 2019 at 09:00 CET.

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For further information please contact:

André Løvestam, CEO

ir@zwipe.com

+47 93 04 40 40

Zwipe appoints new CFO

Zwipe AS announces that Lars Kristian Solheim has accepted the position as new CFO of Zwipe, commencing 1 March 2020, He will be taking over the responsibilities from interim CFO Lars Myren. Mr Myren will remain with the company through the transition phase.

Mr. Solheim has a solid track record of CFO and top management positions within the auditing, telecom and financial sectors. After serving with the audit firm EY, he joined the main Norwegian mobile telecom challenger company NetCom/TeliaSonera and quickly graduated through positions as Controller and Financial Manager to CFO (2009-15) and head of strategic projects (2015-16). Mr Solheim has extensive experience in the areas of M&A, financial governance and business planning. Prior to joining Zwipe he served as Director with responsibility for the business support functions for IT and operations at the major Scandinavian bank DNB. Mr Solheim holds degrees as Master of Business and Economics (Siv. øk.) and Master of Accounting (HRE).

For further information, please contact:

André Løvestam, CEO

Email: info@zwipe.com

Ex Tegningsretter i dag

Det vises til melding fra selskapet 02.12.2019.

Aksjene i Zwipe AS noteres ex tegningsretter fra og med i dag, 03.12.2019.

Ex subscription rights today

Reference is made to announcement from the company 02.12.2019.

The shares in Zwipe AS will be traded ex subscription rights as from today, 03.12.2019.