Appear ASA intends to apply for a listing on Euronext Oslo Børs

20 Oct 2025 08:05 CEST

Appear ASA intends to apply for a listing on Euronext Oslo Børs

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Oslo, 20 October 2025: Appear ASA (the “Company”, and together with its
consolidated subsidiaries, the “Group” or “Appear”), a global leader (1) in live
production technology, powering Tier-1 sports and events globally, today
announces its intention to apply for a listing of its shares on Euronext Oslo
Børs (the “Listing”).

Headquartered in Oslo, Norway, Appear designs and delivers high-capacity,
sustainable solutions for media processing and live content delivery. The
Company’s technology enables the capture, transport, and processing of live
video from sports stadiums, concert arenas, and other venues to the viewers
within milliseconds, ensuring superior video quality and reliability. Appear
serves broadcasters, production companies, content owners and network operators
worldwide who rely on its live production technology to deliver the world’s most
demanding live productions.

Thomas Bostrøm Jørgensen, CEO of Appear, comments: “Our intention to list Appear
marks a significant milestone in the Company’s development. Over the past four
years, we delivered annual revenue growth (CAGR) of 35%, established a solid
global foundation and demonstrated our technology leadership with Tier‑1 live
sports customers worldwide. A listing on Oslo Børs will provide the platform to
continue our growth, expand into adjacent segments through our new cloud based
VX Platform and continue delivering the reliability and innovation that make
Appear the partner of choice for the world’s foremost live productions.”

Commercial model and customer base

Since 2021, Appear has transitioned from an indirect reseller‑based model to a
direct international sales approach, establishing regional Centres of excellence
to serve Tier‑1 customers. Combined with the introduction of its flagship
product, the X Platform, this strategic shift has enabled the entry into the
Acquisition market (where live videos and audios are being transported from the
venue to the production facility) and enhanced customer engagement and
operational scale, driving accelerated growth and profitability.

Technology portfolio and differentiation

Appear offers modular and flexible technology platforms addressing the
end-to-end live media value chain. The Company’s unique platform architecture
combines the efficiency of custom hardware with the adaptability of software,
delivering complete functionality that enables broadcasters and operators to
scale effortlessly across any live production environment. X Platform: Market
leading compression and contribution solution for Tier‑1 broadcasters, providing
ultra‑low latency and superior density. VX Platform: A new software‑based
processing solution launching in Q4 2025, bridging traditional broadcast and
cloud‑native workflows. XC Platform: A solution for IPTV and broadcast
distribution.

Founders and employees currently own approximately 87 % of the issued shares in
the Company while approximately 8 % is owned by external financial investors.
The Company also has shares in treasury equivalent to approximately 5% of the
issued shares in the Company. Accelerator Ltd., an entity controlled by Mr. Arne
Græe, is the largest owner of the Company with approximately 52.3% of the
shares.

Financial highlights

Appear generated NOK 606m in revenue for the year 2024 and an EBITDAC NOK 87m
for the same period, corresponding to a 14.4% EBITDAC (2) margin. Appear has
delivered a 35% revenue CAGR from 2021 to LTM H1 2025 and achieved an EBITDAC
margin (3) of 16% (LTM H1 2025). See financial results from 2022 to LTM H1 2025
in attachment.
Listing highlights

In connection with the contemplated Listing, the Company will conduct a primary
offering through a new share issue and sale of existing shares held in treasury
for a total consideration of approximately NOK 200 million (a portion of which
as an over-allotment option) as well as facilitate a secondary offering of
existing shares from a group of existing shareholders of the Company (the
“Offering”). The shares will be offered through a public offering in Norway and
Sweden, as well as a private placement to institutional investors in Norway and
internationally.

Four cornerstone investors have undertaken to acquire and to be allocated Offer
Shares for a total amount of NOK 380 million in the Offering, subject to certain
conditions, and for a price per share of up to NOK 66.50, which is equivalent to
a pre-money equity value of the Company of NOK 2,500 million adjusted for shares
held in treasury by the Company. The four cornerstone investors are i) Alfred
Berg Asset Management with NOK 120 million, ii) Storebrand Asset Management with
NOK 100 million, as well as iii) DNB Asset Management and iv) Kverva Finans AS,
both with NOK 80 million committed.

The offer to institutional investors will only be made (i) to certain
institutional investors outside the United States, pursuant to Regulation S
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”);
and (ii) in the United States, only to those reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the U.S. Securities Act.

Full terms, conditions and instructions for the Listing and Offering will be
included in the prospectus expected to be published by the Company in connection
with the Listing and the Offering.

The Company, Board of Directors and management will be subject to a 360 days
lock-up for their shareholdings, subject to customary exemptions. In addition, a
180 days lock-up will be applicable for all selling shareholders.

Subject to required corporate approvals by the Company and receiving the
relevant approvals from Euronext Oslo Børs and the Norwegian Financial
Supervisory Authority, as well as prevailing equity capital market conditions,
the Offering and the Listing is expected to take place in Q4 2025.

Advisors
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, act as Joint
Global Coordinators and Joint Bookrunners in the Listing and the Offering (the
"Managers"). Advokatfirmaet CLP DA acts as legal advisor to the Company, and
Advokatfirmaet Thommessen AS acts as legal advisor to the Joint Global
Coordinators.

For further information, please contact:

Geir Bjørlo, Corporate Communications AS
+47 915 40 000 | geir.bjorlo@corpcom.no


Footnotes:

1) The Group's market leading position refers to an estimate by the Company
where the Group's revenue for relevant product or product portfolios is divided
by the projected market size included in an independent report prepared by
Devoncroft Partners.
2) EBITDAC is defined as the Group's profit or loss before interest, taxation,
depreciation and amortization charges and further adjusted for the
capitalization of development expenditure and adjusted for the Group’s
expenditure on capitalized development expenditure.
3) EBITDAC margin is calculated as EBITDA as a percentage of total revenue.

Important information:

United States
These materials may not be published, distributed or transmitted in the United
States, Canada, Australia, the Hong Kong Special Administrative Region of the
People’s Republic of China, Switzerland, South Africa or Japan. These materials
do not constitute an offer of securities for sale or a solicitation of an offer
to purchase securities (the "Shares") of Appear ASA (the "Company") in the
United States, Norway or any other jurisdiction. The Shares of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The Shares of the Company have not been, and will not be,
registered under the Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act.

European Economic Area
Any offering of securities will be made by means of a prospectus to be published
that may be obtained from the Company or selling security holder, once
published, and that will contain detailed information about the Company and its
management, as well as financial statements.

These materials are an advertisement and not a prospectus for the purposes of
Regulation (EU) 2017/1129, as amended (together with any applicable implementing
measures in any Member State, the "Prospectus Regulation"). Investors should not
subscribe for any securities referred to in these materials except on the basis
of information contained in the prospectus.

In any EEA Member State other than Norway and Sweden (from the time the
prospectus has been approved by the Financial Supervisory Authority of Norway,
in its capacity as the competent authority in Norway, and published in
accordance with the Prospectus Regulation as implemented in Norway and
passported into Sweden pursuant to the Prospectus Regulation) that has
implemented the Prospectus Regulation, this communication is only addressed to
and is only directed at "qualified investors" in that Member State within the
meaning of Article (e) of the Prospectus Regulation ("Qualified Investors"),
i.e., only to investors to whom an offer of securities may be made without the
requirement for the Company to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation in such EEA Member State.

United Kingdom
In the United Kingdom, these materials are only being distributed to and are
only directed at Qualified Investors who (i) are 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) are 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 document relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

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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