Ayfie International AS: Key information regarding potential subsequent repair offering

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.  

Reference is made to the stock exchange announcement by Ayfie International AS
("Ayfie" or the "Company") earlier today, 25 June 2026 (the "Announcement")
regarding a private placement (the "Private Placement") raising gross proceeds
of NOK 5.5 million through the issuance of new shares at a subscription price of
NOK 3 per share (the "Subscription Price"), a loan conversion of NOK 2,250,000
to new shares, as well as warrants to subscribe for further shares, and a
potential subsequent repair offering (the "Subsequent Offering") of new shares,
as well as warrants. Completion of the Private Placement is subject to approval
by the Company's extraordinary general meeting scheduled for 9 July 2026 (the
"EGM").  

The Company intends to carry out a subsequent offering of shares and warrants,
subject to completion of the Private Placement (including the resolution by the
EGM to issue the Private Placement shares and warrants). The Board may decide
that the Subsequent Offering shall not be carried out if the Company's shares
trade at or below the Subscription Price at sufficient volumes. The Subsequent
Offering will be conducted at the Subscription Price and directed towards
existing shareholders in the Company as of 25 June 2026 (as registered in the
VPS two trading days thereafter), who (i) were not allocated shares in the
Private Placement, and (ii) 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. Subscription rights will
not be issued in the VPS, and shareholders who wish to subscribe need to
subscribe at the EGM (in person or by proxy) as further described in the notice
of the EGM attached to the Announcement.  

In accordance with the continuing obligations for companies listed on Euronext
Growth Oslo, the following key information is given with respect to the
Subsequent Offering:  

- Date on which the terms and conditions of the Subsequent Offering were
announced: 25 June 2026  

- Last day including right to participate : 25 June 2026 

- Ex-date: 26 June 2026 

- Record date: 29 June 2026  

- Date of approval: 9 July 2026, subject to approval by the EGM  

- Maximum number of new shares: up to 750,000 new shares in the Company  

- Subscription price: NOK 3.00  

About Ayfie:  

 Ayfie is a European 'Made in Norway' software provider, specializing in
enterprise AI search, retrieval-augmented generation (RAG), and generative AI.
With over 15 years of experience, Ayfie delivers a flexible AI search layer that
connects apps and systems, with an indexing engine that understands documents,
preserves permissions, and shows the exact source behind every answer. Ayfie's
platform consists of reusable connectors, a powerful AI index, and a deployment
model that fit security and compliance needs.  

This information is subject to the disclosure requirements of Euronext Growth
Rule Book II.  

 

Important information: These materials are not and do not form a part of any
offer of securities for sale, or a solicitation of an offer to purchase, any
securities of the Company in the United States or any other jurisdiction. Copies
of these materials 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 Private Placement 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 herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.  

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
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).  

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 to
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.  

This communication contains forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. 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 communication are based upon various
assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes 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 its control. Actual events may differ
significantly from any anticipated development due to a number of factors,
including, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
are free from errors.  

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. The Company disclaims any obligation or undertaking to update, review,
or revise any statement contained in this communication whether as a result of
new information, future developments or otherwise, unless required by laws or
regulations.  

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.  

Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly with the
total figure given.  

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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.  
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