APPEAR ASA Notice of stabilisation and over-allotment

06 Nov 2025 08:00 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA, SWITZERLAND, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS
RELEASE.

Oslo, 6 November 2025: Reference is made to the stock exchange announcement by
Appear ASA ("Appear" or the "Company") on 4 November 2025 regarding the
successful bookbuilding of its initial public offering (the "Offering" or the
"IPO").

ABG Sundal Collier ASA, (the "Stabilisation Manager") may, on behalf of the
Managers (as defined below), engage in stabilisation activities in the
Company's listed shares (the "Shares") from today to and including 5 December
2025 (the "Stabilisation Period"). Any stabilisation activities are aimed to
support the market price of the Shares.

In connection with the Offering, the Managers have over-allotted 1,500,000
Shares to applicants in the Offering (the "Additional Shares"), which equals
approx. 11.6% of the Shares sold in the Offering (excluding the Additional
Shares). In order to facilitate for the delivery of over-allotted shares, the
Stabilisation Manager, on behalf of the Managers, has borrowed a number of
existing Shares from the Company, held in treasury, equal to the number of
Additional Shares, which will be redelivered to the Company after expiry of
the Stabilisation Period (unless the relevant date falls within a closed
period pursuant to the EU Market Abuse Regulation, in which case the share
loan shall be settled as soon as possible after the expiry of such closed
period).

The Company has further granted the Stabilisation Manager, on behalf of the
Managers, an option to acquire up to 1,500,000 Shares from it at a price per
share of NOK 66.50 per share, i.e. equal to the offer price in the Offering
(the "Offer Price") which may only be exercised to close out short positions
created by the allocation of Additional Shares in connection with the Offering
(the "Greenshoe Option"). The Greenshoe Option may be exercisable at any time,
in whole or in part, by the Stabilisation Manager, on behalf of the Managers,
during the Stabilisation Period.

The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise
prevail, through buying Shares in the open market at prices equal to or lower
than the Offer Price. There is no obligation on the Stabilisation Manager to
conduct stabilisation activities and there is no assurance that stabilisation
activities will be undertaken. Such stabilising activities, if commenced, may
be discontinued at any time, and will be brought to an end at the latest at
the end of the Stabilisation Period.

If stabilisation activities are undertaken, the Company will publish
information on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Company will publish information as to whether or not
stabilisation activities were undertaken. If stabilisation activities were
undertaken, the statement will also include information about: (i) the total
amount of Shares sold and purchased; (ii) the dates on which the Stabilisation
Period commenced and expired; (iii) the price range between which
stabilisation was carried out for each of the dates during which stabilisation
were carried out; and (iv) the date at which stabilisation activities last
occurred.

Any stabilisation activities will be conducted based on the principles set out
in Article 5 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014)
and Chapter III of the supplemental rules set out in the Commission Delegated
Regulation (EU) 2016/1052 with regard to regulatory technical standards for
the conditions applicable to buy-back programmes and stabilisation measures.

Advisors

ABG Sundal Collier ASA and DNB Carnegie AS, 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.

This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.

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 restriction

This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2025-11-06 08:00 CET.

More information:
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658904_APPEAR ASA Notice of stabilisation and over-allotment.pdf