Ayfie International AS: NOK 7.75 million private placement and loan conversion committed, notice of extraordinary general meeting

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 announcement by Ayfie International AS ("Ayfie" or the "Company") on 19 June 2026 concerning a contemplated private placement of new shares. Ayfie is pleased to announce that it has secured subscription commitments for 1,833,333 new shares (the "Offer Shares") at a subscription price of NOK 3 per share (the "Offer Price") in a private placement of new shares (the "Private Placement"), thereby raising NOK 5.5 million in gross proceeds. Each subscriber of shares will receive 1 warrant ("Warrants") per Offer Share to subscribe for new shares in the Company at the Offer Price, expiring on 31 December 2027. The proceeds cover short term funding needs, and will otherwise be used to strengthen the Company's balance sheet and for general corporate purposes.

In addition, lenders of a bridge loan of NOK 2,250,000 have committed to convert a principal amount of NOK 2,250,000 to new shares, at a subscription price of NOK 2.70 per share, and otherwise on the same terms as in the Private Placement. The lenders will receive 1 Warrant per new share subscribed in the loan conversion.

The issue of the Offer Shares and the Warrants are subject to the approval of an extraordinary general meeting of the Company (the "EGM") , to be held on 9 July 2026. Commitments to vote for the EGM proposals have been obtained from approximately 54 % of the Company's shares. The notice of the EGM is attached hereto.

The following persons discharging managerial responsibilities ("PDMRs"), or close associates of the same, have been allocated the following shares in the Private Placement and loan conversion:

• HAAS AS, a company closely related to board member, Andreas Akselsen, has been allocated 462 963 new shares in the loan conversion

• Godthåb Holding AS, a company closely related to board member, Andreas Akselsen, has been allocated 166 667 Offer Shares

• Onetwo3 AS, a company closely related to board member, Erlend Sogn, has been allocated 166 667 Offer Shares and 185 185 new shares in the loan conversion

• Lani Invest AS, a company closely related to deputy board member, Lars Nilsen, has been allocated 185 185 new shares in the loan conversion

The Private Placement, if approved by the EGM, 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 the Norwegian Private Limited Liability Companies Act and the Norwegian Securities Trading Act. The Board is of the view that the Private Placement is in compliance with these requirements.

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"), with warrants in the same proportion to subscribed shares as in the Private Placement. Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be 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 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 resolution by the EGM to issue the Offer Shares and Warrants 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 EGM (in person or by proxy) as further described in the notice for the EGM.

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

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.

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.