NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S.
NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,
RELEASE OR REPUBLICATION WOULD BE UNLAWFUL
(Oslo, 14 March 2024)  Ayfie Group AS (Ayfie, OSE: AYFIE) ("Ayfie" or the
"Company") has engaged Skandinaviska Enskilda Banken AB (publ) (the "Manager")
to advise on and effect a contemplated private placement of new shares (the
"Offer Shares") in the Company (the "Private Placement") consisting of ordinary
shares to raise gross proceeds of approximately NOK 20 million (the "Offering
Size"). The subscription price per Offer Share in the Private Placement (the
"Subscription Price") will be determined by the Company's board of directors
(the "Board") on the basis of an accelerated book building process conducted by
the Manager.
The net proceeds to the Company from the Private Placement will be used to fund
further growth and operations going forward. 
The Offer Shares, subject to completion, will be issued by the Board pursuant to
the authorization granted by the annual general meeting in the Company on 30
March 2023 (the "Board Authorization"). 

Application period: 
The application period for the Private Placement commences today, 14 March 2024,
at 16:55 CET, and is expected to close on 15 March 2024 at 08.00 CET (the
"Application Period"). The Company and the Manager reserve the right, in their
own discretion, to close or extend the application period of the Private
Placement at any time and for any reason, without notice. If the application
period is shortened or extended, any other dates referred to herein may be
amended accordingly.
Pre-commitments: 
Fernclifff Listed Dai AS, Lani Invest AS, Dallas Asset Management AS and Mertoun
Capital AS (together, the "Pre-committed Investors") have, subject to certain
customary conditions, undertaken to apply for, and will each be allocated, a
number of Offer Shares equal to NOK 1 million in the Private Placement.

Conditions for completion: 
Completion of the Private Placement (by delivery of Offer Shares to investors)
is subject to all necessary resolutions being validly made by the Company,
including without limitation (i) the Company's Board resolving to proceed with
the Private Placement and to issue the Offer Shares and exclude related
pre-emption rights pursuant to the Board Authorization and (ii) the Share
Lending Agreement (as defined below) being validly entered into and remaining
unmodified and in full force and effect. 

The Company and the Manager reserves the right, at any time and for any reason,
to cancel and/or modify the terms of the Private Placement without notice.
Neither the Manager nor the Company, or any of their directors, officers,
employees, representatives or advisors, will be liable for any losses incurred
by applicants if the Private Placement is cancelled or modified, irrespective of
the reason for such cancellation or modification. 

Allocation: 
The allocation will be made at the sole discretion of the Board in consultation
with the Manager. Allocation will be based on criteria such as (but not limited
to), current ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon, however so that the Pre-committed
Investors will receive full allocation. There is no guarantee that any potential
investor will be allocated shares.

Settlement: 
Settlement of the Private Placement will be on a delivery versus payment to be
facilitated by delivery of existing and unencumbered shares in the Company
already admitted to trading on Euronext Growth Oslo pursuant to a share lending
agreement (the "Share Lending Agreement") between the Company, the Manager,
Ferncliff Listed Dai AS and Dallas Asset Management AS for existing and
unencumbered listed shares. 
Selling restrictions: 
The Private Placement will be made by the Company to investors subject to
applicable exemptions from relevant prospectus requirements in accordance with
Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007 and
is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the "US Securities Act") and
(ii) in the United States to "qualified institutional buyers" (QIBs) as defined
in Rule 144A under the US Securities Act, pursuant to an exemption from the
registration requirements under the US Securities Act as well as to major U.S.
institutional investors under SEC Rule 15a-6 to the United States Exchange Act
of 1934. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available, including to employees and directors of the Company
and the Company group. Further selling restrictions and transaction terms will
apply.

Equal treatment considerations: 
The Company has considered the Private Placement in light of the equal treatment
obligations under the Securities Trading Act section 5-14, section 3.1 of the
Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and the
Board is of the opinion that the proposed Private Placement is in compliance
with these requirements. By structuring the Private Placement as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and a significantly
lower completion risks compared to a rights issue and without the underwriting
commissions normally associated with such rights offerings. Furthermore, the
number of Offer Shares to be issued in connection with the contemplated Private
Placement implies that the dilution of existing shareholders should be more
limited. On this basis and based on an assessment of the current equity markets,
the Board has considered the Private Placement to be in the common interest of
the Company and its shareholders. As a consequence of the structure of the
Private Placement, the shareholders' preferential rights to subscribe for the
Offer Shares will be deviated from. 

Advisors:
Skandinaviska Enskilda Banken AB (publ) Oslofilialen is acting as manager. 
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Manager. 
***
This information is subject to a duty of disclosure pursuant to the Company's
continuing obligations as a company listed on Euronext Growth Oslo. This
information was issued as inside information pursuant to the EU Market Abuse
Regulation, and published by Lasse Ruud (CFO of the Company) on the date and
time provided. 
For further information, please contact: 
Herman Sjøberg, CEO, tel: +47 926 62 233, email: herman.sjoberg@ayfie.com
Lasse Ruud, CFO, tel: +47 930 90 008, email: lasse.ruud@ayfie.com

About Ayfie | ayfie.com
Ayfie is a leading software provider specializing in data search and generative
AI. With over 15 years of experience, we have honed our expertise in
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enterprises, medium-sized businesses, and individuals.

Important information: 
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement. 

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.