Ayfie Group announces fully underwritten rights issue of NOK 10 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Reference is made to the business update published by Ayfie Group AS (the
"Company") on 18 October 2023. The Company hereby announces that it will carry
out a fully underwritten rights issue (the "Rights Issue") of 1,250,000 new
shares (the "Offer Shares"). The subscription price is NOK 8.00 (the
"Subscription Price"), reflecting the volume-weighted average traded price of
the Company's shares in a five-day period prior to the resolution to announce
the Rights Issue.

The Rights Issue has been resolved by the Company's board of directors, pursuant
to a board authorization granted by the Company's annual general meeting on 30
March 2023.

The Rights Issue will raise gross proceeds of NOK 10 million. The net proceeds
to the Company from the Rights Issue will be used for general corporate
purposes, and the size of the Rights Issue is based on the Company's current
business plan.

Allocation and grant of Subscription Rights
The holders of the Company's shares as of 19 October 2023, as registered with
the Norwegian Central Securities Depository (the "VPS") as of the expiry of 23
October 2023 (the "Record Date") (the "Existing Shareholders"), will be granted
subscription rights (the "Subscription Rights") that, subject to applicable law,
provide preferential rights to subscribe for and be allocated Offer Shares in
the Rights Issue.

Each Existing Shareholder will be granted 0.090165 Subscription Rights for every
one (1) existing share registered as held by such Existing Shareholder as of the
Record Date, rounded down to the nearest whole Subscription Right. The
Subscription Rights will be distributed free of charge to the Existing
Shareholders.

Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for and be allocated one (1) Offer Share. Oversubscription with
Subscription Rights will be allowed, however, there can be no assurance that
Offer Shares will be allocated for such subscriptions. Subscription without
Subscription Rights will not be allowed. The Subscription Rights are not
transferable and will therefore not be tradeable or listed on any exchange.

Subscription period
According to the current timetable, the Company's shares are expected to trade
exclusive of Subscription Rights from 20 October 2023, the Record Date is
expected to be 23 October 2023 and the subscription period for the Rights Issue
is expected to commence on or about 24 October 2023 at 09:00 CEST and end on or
about 7 November 2023 at 16:30 CET (the "Subscription Period").

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.

The Subscription Period may not be shortened, but the Company's board of
directors may extend the Subscription Period if required. Any changes will be
announced through stock exchange announcements.

Please note that the Company's shares are listed on Euronext Growth Oslo (a
multilateral trading facility (MTF) operated by the Oslo Stock Exchange) and
that the market price of these shares may fluctuate, both above and below the
Subscription Price in the Rights Issue, during the Subscription Period.

Subscription procedure
Subscriptions for Offer Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
the Manager within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS'
online subscription system (or by following the link on
www.paretosec.com/transactions, which will redirect the subscriber
to the VPS online subscription system). All online subscribers must verify that
they are Norwegian residents by entering their national identity number (Nw:
fødselsnummer).

Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form to the Manager. The subscription
form is available on the Manager's website (www.paretosec.com/transactions). The
e-mail and postal address to the Manager is included in the subscription form.

The underwriting
Pursuant to underwriting agreements dated 17 October 2023 (the "Underwriting
Agreements"), Ferncliff Listed Dai AS, Lani Invest AS, Dallas Asset Management
AS and Mertoun Capital AS (the "Underwriters") on a firm commitment basis, have
undertaken, severally and not jointly, and otherwise on the terms and conditions
set out in the Underwriting Agreements, to fully underwrite the Rights Issue,
i.e. with an aggregate amount of NOK 10 million (the "Underwriting Obligation").

Pursuant to the Underwriting Agreements the Underwriters will not receive any
compensation for providing the Underwriting Obligation.

Financial Intermediaries
If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each relevant Existing Shareholder with
this information in accordance with its usual customer relations procedures.
Existing Shareholders holding their shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Rights Issue.

Allocation of Offer Shares - Listing and commencement of trading in the Offer
Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated
to subscribers in accordance with the following allocation principles:
(i)	First, Offer Shares will be allocated in accordance with granted
Subscription Rights to subscribers who have validly exercised Subscription
Rights during the Subscription Period.
(ii)	Second, Offer Shares will be allocated to subscribers who have
oversubscribed with Subscription Rights, on a pro rata basis based on the number
of Subscription Rights exercised by each over-subscriber, and where pro rata
allocation is not possible, the allocation will be determined by drawing of
lots.
(iii)	Third, Offer Shares which have not been subscribed for and allocated at
the expiry of the Subscription Period based on (i) and (ii) shall be allocated
to the Underwriters on a pro-rata basis based on the respective Underwriting
Obligations described in the terms and conditions set out in the Underwriting
Agreements.

Notification of allocation is expected on or about 8 November 2023. Payment for
allocated Offer Shares falls due on or about 10 November 2023. Subject to timely
payment of the entire subscription amount in the Rights Issue, the Company
expects that the share capital increase pertaining to the Rights Issue will be
registered with the Norwegian Register of Business Enterprises and announced on
NewsWeb on or about 16 November 2023 and that the allocated Offer Shares will be
tradable on Euronext Growth Oslo after such announcement. The Offer Shares are
expected to be delivered to the VPS accounts of the subscribers who have been
allocated Offer Shares on or about 17 November 2023.

Advisers
Pareto Securities AS has been retained as manager (the "Manager") for the Rights
Issue.

Advokatfirmaet Schjødt AS is legal advisor to the Company.

For further information, please contact: 
Herman Sjøberg, CEO ([phone] / [e-mail])
Lasse Ruud, CFO ([phone] / [e-mail])

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Lasse Ruud, CFO at Ayfie Group AS, on 18 October
2023 at 15:31 CEST.

Ayfie | ayfie.com 
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This innovation provides users with a unique way to interact with their data,
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Important information 
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Canada, Japan, Australia, Hong Kong, South Africa, New
Zealand, or the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This release is an
announcement issued pursuant to legal information obligations. It is issued for
information purposes only and does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the "US Securities Act"). The securities may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the US Securities Act.

The Company does not intend to register any portion of the offering of the
securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into Canada, Japan, Australia, Hong Kong,
South Africa, New Zealand, or the United States.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any Member State.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The Manager is acting for the Company and no one else in connection with the
offering and will not be responsible to anyone other than the Company providing
the protections afforded to their respective clients or for providing advice in
relation to the offering and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

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