Appear ASA - Announcement of terms for the Initial Public Offering

27 Oct 2025 08:04 CET

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APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS
RELEASE.

Oslo, 27 October 2025: Reference is made to the announcement by Appear ASA
("Appear" or the "Company") on 20 October 2025 regarding the intention to launch
an offering of shares (the "Offering") and to apply for a listing of the
Company's shares on Euronext Oslo Børs (the "Listing" and together with the
Offering, the "IPO").

The Company hereby announces that it has resolved to launch the IPO and to apply
for the Listing. Subject to approval of the listing application, which is
expected to be submitted on or about 28 October 2025, by the Oslo Stock Exchange
and a successful completion of the Offering, the Company's shares are expected
to be admitted to listing and commence trading on Euronext Oslo Børs on or about
6 November 2025 under the ticker "APR".

The Offering

The Offer Shares (as defined below) will be offered at a fixed price of NOK
66.50 per Offer Share (the "Offer Price"), corresponding to a pre-money equity
value of the Company of NOK 2,500 million (1).

The Offering consists of (i) a primary offering of up to 1,500,000 new shares in
the Company (the "New Shares") raising gross proceeds of up to approximately NOK
100 million and (ii) a secondary offering of up to 11,450,000 existing shares in
the Company (the "Sale Shares") offered by certain existing shareholders (the
"Selling Shareholders") with aggregate gross sales proceeds of up to
approximately NOK 761 million.

In addition to the New Shares and the Sale Shares, the Managers (as defined
below) may elect to over-allot (the "Over-Allotment Facility") up to 1,500,000
additional shares held in treasury by the Company (the "Additional Shares" and,
together with the New Shares and the Sale Shares, the "Offer Shares"). In this
respect, the Company is expected to grant to ABG Sundal Collier ASA, as
stabilisation manager on behalf of the Managers (the "Stabilisation Manager"),
an option to borrow a number of shares equalling the number of Additional Shares
in order to facilitate such over-allotment (the "Borrowed Shares"). Assuming
that the Over-Allotment Facility is utilised in full, the Offering will amount
to 14,450,000 Offer Shares, corresponding to approximately NOK 961 million.

In order to cover any over-allotments made, the Company is expected to grant an
option to the Stabilisation Manager, on behalf of the Managers, to acquire a
number of Borrowed Shares equal to the number of Additional Shares) at the Offer
Price less the number of shares acquired by the Stabilisation Manager through
stabilisation activities (the "Greenshoe Option"), exercisable in whole or in
part within a 30-day period from commencement of trading in the Shares on
Euronext Oslo Børs.

The Company has received binding undertakings from certain cornerstone investors
to apply for and acquire Offer Shares in the Offering for an aggregate amount of
NOK 380 million, subject to certain customary conditions as set out in
cornerstone investment agreements entered into between each relevant investor
and the Company. These cornerstone undertakings represent approximately 40% of
the Offering (calculated based on the total number of Offer Shares in the
Offering). The cornerstone investors will receive full allocation in the
Offering. The four cornerstone investors are i) Alfred Berg Asset Management
(NOK 120 million), ii) Storebrand Asset Management (NOK 100 million), iii) DNB
Asset Management (NOK 80 million) and iv) Kverva Finans AS (NOK 80 million).

The Company, Board of Directors and management will be subject to a 360 days
lock-up for their shareholdings. In addition, a 180 days lock-up will be
applicable for all Selling Shareholders (except for Sale Shares sold in the
Offering). The lock-up undertakings are subject to certain customary exemptions
and may be waived by the Managers in their discretion, all of which will be
described in the Prospectus (as defined below).
Offering details

The Offering consists of:

- An institutional offering (the “Institutional Offering”), in which Offer
Shares are being offered to; (i) institutional and professional investors in
Norway and Sweden, (ii) investors outside of Norway and Sweden and the United
States, subject to applicable exemptions from prospectus and registration
requirements being available, and (iii) investors in the United States who are
QIBs in transactions exempt from registration requirements under the U.S.
Securities Act. The Institutional Offering is subject to a lower limit per
application of NOK 2,000,000.

- A retail offering (the “Retail Offering”), in which Offer Shares are being
offered to the public in Norway and Sweden on the terms set out herein, subject
to a lower limit per application of NOK 10,500 and an upper limit per
application of NOK 1,999,999 for each investor. Investors who intend to place an
order in excess of NOK 1,999,999 must do so in the Institutional Offering.
Multiple applications by one applicant in the Retail Offering will be treated as
one application with respect to the maximum application limit.

- An employee offering (the “Employee Offering”), in which Offer Shares are
being offered to Eligible Employees on the terms set out herein, subject to a
lower limit per application of NOK 10,500 and an upper limit per application of
NOK 1,999,999 for each Eligible Employee. Eligible Employees who participate in
the Employee Offering will be prioritized during allocation up to and including
a maximum application amount of NOK 100,000. For Eligible Employees that apply
for Offer Shares for an amount in excess of NOK 100,000, the excess amount will
be subject to the mechanism of allocation in the Retail Offering. Eligible
Employees who intend to place an order in excess of NOK 1,999,999 must do so in
the Institutional Offering. Multiple applications by one applicant in the
Employee Offering are not permitted.

Members of the Company's management and Board of Directors will receive
preferred allocation up to NOK 4 million (NOK 6 million for the Chairman of the
Board of Directors).

It has been provisionally assumed that approximately 90% to 99% of the Offering
will be allocated in the Institutional Offering and that approximately 1% to 10%
of the Offering will be allocated in the Retail Offering and the Employee
Offering. The final determination of the number of Offer Shares allocated to the
Institutional Offering, the Retail Offering and the Employee Offering,
respectively, will however only be decided following the completion of the
application process, based on the level of applications received from each of
the investor categories, and with regard to the requirements of free float and
number of shareholders pertaining to a listing of the Shares on Euronext Oslo
Børs. The Company reserves the right to deviate from the provisionally assumed
allocation between the tranches without further notice and at its sole
discretion.

Approval and publication of the Prospectus

Further details of the Offering and the terms thereof are set out in the
prospectus prepared by the Company in connection with the Offering, which is
expected to be dated and approved on or about 27 October 2025 (the
"Prospectus"). The Prospectus will be published and will, subject to regulatory
restrictions in certain jurisdictions, be available at www.appear.net,
www.abgsc.com/transactions and www.dnb.no/emisjoner from today. Applications in
the Offering may only be made on the basis of the information included in the
Prospectus.

Timeline and offer period

The bookbuilding period for the Institutional Offering (the "Bookbuilding
Period") is expected to commence at 09:00 hours (CET) on 28 October 2025, and
close at 14:00 hours (CET) on 4 November 2025. The application period for the
Retail Offering and the Employee Offering (the "Application Period") is expected
to commence at 09:00 hours (CET) on 28 October 2025, and close at 12:00 hours
(CET) on 4 November 2025. The commencement of the Application Period in Sweden
is subject to timely passporting of the Prospectus, and will not start prior to
such passporting having taken place. The Bookbuilding Period and the Application
Period may be extended at any time, but may in no event be extended beyond 14:00
hours (CET) on 18 November 2025. In the event of an extension of the
Bookbuilding Period and/or the Application Period, the allocation date, the
payment due date and the date of delivery of Offer Shares will be changed
accordingly.

Conditions for the Offering

Completion of the IPO is conditional upon the Oslo Stock Exchange approving the
Listing application, and the satisfaction of certain conditions for admission to
trading set by the Oslo Stock Exchange, including (i) the Company having a
minimum of 500 shareholders, each holding shares with a value of more than NOK
10,000, (ii) the Company satisfying the applicable free float requirement for
its shares, (iii) that the Company's shares are freely transferable (through
termination of the shareholders' agreement and transfer restrictions in the
Company's articles of association). The Company's listing application is
expected to be considered and approved by the Oslo Stock Exchange on 3 November
2025, but there can be no assurance that the Oslo Stock Exchange will approve
the Company's Listing application or that the Company will satisfy any
conditions to such approval.

The IPO is furthermore conditional upon (i) the Company, in consultation with
the Managers, having approved the allocation of the Offer Shares to eligible
investors following the bookbuilding process, (ii) an extraordinary general
meeting of the Company resolving to issue the New Shares, and (iii) a placing
agreement being entered into between the Managers and Company, and that such
placing agreement and the secondary sale agreement (between the Managers and
Selling Shareholders) remain in full force and effect in accordance with the
terms and conditions of such agreements. There can be no assurance that these
conditions will be satisfied.

Advisors

ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA are acting as
Joint Global Coordinators and Joint Bookrunners in the IPO (jointly, the
"Managers").

Advokatfirmaet CLP DA is acting as legal advisor to the Company, and
Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

For further information, please contact:

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

About Appear ASA

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.

(1) Based on 37,595,795 shares outstanding, excluding 2,121,205 shares held in
treasury by the Company.

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 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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