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) Reference is made to the stock exchange announcement by
Ayfie Group AS (Ayfie, OSE: AYFIE) ("Ayfie" or the "Company") today regarding a
contemplated private placement of ordinary shares in the Company (the "Private
Placement"). The Company has engaged Skandinaviska Enskilda Banken AB (publ) to
assist the Company in the Private Placement (the "Manager"). 

The Company hereby announces that it has allocated 2,898,551 new ordinary shares
(the "Offer Shares") in the Private Placement, at an offer price of NOK 6.9 per
share (the "Offer Price"), raising gross proceeds of approximately NOK 20
million. The net proceeds from the Private Placement will be used to fund
further growth and operations going forward.

Following registration of the share capital increase pertaining to the Private
Placement, the Company will have a share capital of NOK 36,023,796 divided on
18,011,898 shares, each with a nominal value of NOK 2.00.

Each of Ferncliff Listed Dai AS, Lani Invest AS, Dallas Asset Management AS and
Mertoun Capital AS have subscribed for and been allocated Offer Shares equal to
NOK 1 million in the Private Placement at the Offer Price.

Notification of allocation will be sent to investors on or about 15 March 2024.
The Private Placement is expected to be settled by the Manager on a
delivery-versus-payment ("DvP") basis on or about 19 March 2024. DVP settlement
will be facilitated through a share lending agreement entered between the
Company, the Manager, Ferncliff Listed Dai AS and Dallas Asset Management AS for
existing and unencumbered listed shares. The Offer Shares delivered to the
subscribers will thus be tradable from notification of allocation. The Manager
will settle the share loan with new shares in the Company to be issued by the
Company's board of directors (the "Board") pursuant to an authorization granted
by the annual general meeting of the Company on 30 March 2023.

The following close associates to persons discharging managerial
responsibilities ("PDMRs") have been allocated the following Offer Shares in the
Private Placement (a PDMR notification form will be published in a separate
stock exchange notice): 
o	Ferncliff Listed Dai AS, a company closely related to board director, Øystein
Stray Spetalen, has been allocated 144,927 Offer Shares; 
o	Dallas Asset Management AS, a company closely related to board director, Jan
Christian Opsahl, has been allocated 144,927 Offer Shares; 
o	Lani Invest AS, a company closely related to board director, Lars Nilsen, has
been allocated 144,927 Offer Shares; and
o	Mertoun Capital AS, a company closely related to board director, Jostein
Devold, has been allocated 144,927 Offer Shares. 

Subsequent offering and equal treatment considerations: 
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the Norwegian Securities Trading Act, the rules
on equal treatment under Euronext Growth Rule Book II and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and deems that the
proposed Private Placement is in compliance with these obligations. The Board is
of the view that it is in the common interest of the Company and its
shareholders to raise equity through a private placement, particularly in light
of the current market conditions and the purpose for which the funds are raised.
Thus, the waiver of the preferential rights inherent in a directed share capital
increase through issuance of new shares is considered necessary. By structuring
the equity raise as a private placement, the Company has been able to raise
equity efficiently. Taking into consideration that the Subscription Price
represents a limited discount compared to the current trading price and a
premium to the trading price of the Company over the past months, the Board has
concluded to not carry out a subsequent offering.

Advisors:
Skandinaviska Enskilda Banken AB (publ) is acting as Sole Bookrunner (the
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 was published by Lasse Ruud, CFO at 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
transforming unstructured data into valuable insights that benefit both large
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.

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