Ayfie International AS: NOK 5.1 million private placement secured

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.

(Oslo, 3 March 2026) Ayfie International AS ("Ayfie" or the "Company", OSE: AIX) announces that it has secured subscription commitments for 1 279 350 new shares (the "Offer Shares") at a subscription price of NOK 4.00 per share (the "Offer Price") in a private placement of new shares (the "Private Placement"), thereby raising gross proceeds of NOK 5 117 400.

Key highlights: • Gross proceeds of NOK 5 117 400 at NOK 4.00 per share • Subscription commitments for 1 279 350 new shares • Proceeds will be used to strengthen the Company's balance sheet and for general corporate purposes • The Board intends to propose a subsequent offering of up to 750,000 new shares at the Offer Price, subject to completion and AGM approval

The proceeds cover an identified short-term funding need and will be used to strengthen the Company's balance sheet and for general corporate purposes.

Subscription commitments and allocations in the Private Placement have been received from the following investors (directly or through their investment vehicles): • Meisfjord Holding AS (Are Meisfjord): 187 500 Offer Shares (NOK 750 000) • Onetwo3 AS (Erlend Sogn): 187 500 Offer Shares (NOK 750 000) • Moon Landing Invest AS (Rein Baardsen): 125 000 Offer Shares (NOK 500 000) • Skadi AS (Hans Othar Blix): 62 500 Offer Shares (NOK 250 000) • Dallas Asset Management AS (Jan Chr. Opsahl): 237 500 Offer Shares (NOK 950 000) • HAAS AS / Godthåb Holding AS (Andreas Mjølner Akselsen): 250 000 Offer Shares (NOK 1 000 000) • Silvercoin Industries AS (Haakon Sæter): 125 000 Offer Shares (NOK 500 000) • Songa Capital AS (Arne Blystad): 104 350 Offer Shares (NOK 417 400) • Total: 1 279 350 Offer Shares (NOK 5 117 400)

The following close associates to persons discharging managerial responsibilities ("PDMRs") have been allocated Offer Shares in the Private Placement (a PDMR notification form will be published in a separate stock exchange notice): • Onetwo3 AS, a company closely related to board member Erlend Sogn: 187 500 Offer Shares • Dallas Asset Management AS, a company closely related to board member Jan Chr. Opsahl: 237 500 Offer Shares • HAAS AS / Godthåb Holding AS, companies closely related to board member Andreas Mjølner Akselsen: 250 000 Offer Shares

Completion of the Private Placement by delivery of the Offer Shares to subscribers is subject to approval of the Private Placement by the Company's annual general meeting (the "AGM"), to be held on 18 March 2026.

Based on the Company's currently registered share capital of NOK 50 023 796 divided into 25 011 898 shares, each with a nominal value of NOK 2.00, the share capital increase in the Private Placement will be NOK 2 558 700. Following registration of the share capital increase (subject to AGM approval), the Company is expected to have a share capital of NOK 52 582 496 divided into 26 291 248 shares, each with a nominal value of NOK 2.00.

If approved by the AGM, the Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under applicable Norwegian corporate and securities laws and the Euronext Growth Oslo rule book. The Board is of the view that the Private Placement is in compliance with these requirements. The Board further considers the Private Placement (with a potential Subsequent Offering, as defined below) to be an efficient way to raise equity at a market-based offer price in order to strengthen the Company's balance sheet.

Potential Subsequent Offering The Board intends to carry out a subsequent offering of up to 750,000 new shares in the Company at the Offer Price (the "Subsequent Offering"). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 3 March 2026 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer 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.

The Subsequent Offering is subject to completion of the Private Placement and the AGM resolving to issue the Offer Shares and to approve the Subsequent Offering. 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 in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.

Subscription rights will not be issued in the VPS, and shareholders who wish to subscribe need to subscribe at the AGM (in person or by proxy) as further described in the notice for the AGM. Key information relating to any Subsequent Offering will, if applicable, be published in a separate stock exchange announcement.

Shareholders who wish to participate in the Subsequent Offering may contact herman.sjoberg@ayfie.com prior to the date of the AGM.

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 applications and systems, with an indexing engine that understands documents, preserves permissions, and provides source transparency behind every answer. Ayfie's platform consists of reusable connectors, a powerful AI index, and deployment models designed to fit security and compliance requirements.

This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo, including section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation and was published by Herman Sjøberg (CEO of the Company) on 3 March 2026.

For further information, please contact: Herman Sjøberg, CEO Tel: +47 92 66 22 33 E-mail: herman.sjoberg@ayfie.com

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 operates, 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.