Annual report 2025

The Parent Company financial statements of Appear ASA, for the year ended 31 December 2025 (with comparable financial statements for the year ended 31 December 2024), were authorized for issue in accordance with a resolution of the board of directors on 17 March 2026 after the end of trading at the Oslo Stock Exchange. These financial statements are to be approved at the annual general meeting held on 12 May 2026.

Appear ASA (the “Company”) is the parent company in the Appear Group (referred to as “Appear” or “Appear Group”), whose subsidiaries include Appear Ltd (UK), Appear U.S. Inc. (United States), Appear Pte. Ltd. (Singapore) and Appear Sweden AB (Sweden).

Appear ASA is the main operating entity of the Appear Group and is a Norwegian company providing high-capacity, sustainable solutions for live-production and broadcast distribution technology to media, entertainment and sports clients.

The registered office of Appear ASA is Lilleakerveien 2B in Oslo, Norway. The company was founded on 4 June 2004 and registered on 9 June 2004. In an extraordinary general meeting held on 6 October 2025, the Company was resolved converted from a private limited liability company to a public limited liability company. The conversion to Appear ASA was entered into on 9 October 2025.

These annual Parent Company financial statements have been prepared in accordance with the IFRS® Accounting Standards as adopted by the European Union (EU) and additional requirements in the Norwegian Securities Trading Act. The financial statements are presented in NOK and all amounts are rounded to the nearest thousand, unless stated otherwise.

General accounting policies are summarized in section 1. Other accounting policies specific to the Company are disclosed in the detailed notes.

These Parent Company financial statements have been prepared based on the going concern assumption. When preparing financial statements, Management has made an assessment of the Company’s ability to continue as a going concern. There are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Company.

These include IFRS 18 Presentation and Disclosure in Financial Statements, which is effective for annual reporting periods beginning on or after 1 January 2027. IFRS 18 replaces IAS 1 and introduces new requirements for the structure and content of the primary financial statements. These will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.

Management is currently assessing the detailed implications of applying the new standard on the Parent Company financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:

• Although the adoption of IFRS 18 will have no impact on the Company’s net profit, the Company expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the Company has performed, the following items might potentially impact operating profit.
  • Foreign exchange differences currently aggregated in the line item ‘Net finance income and finance expenses ’ in the income statement might need to be disaggregated.
  • IFRS 18 has specific requirements on the category in which derivative gains or losses are recognised – which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the Company currently recognises gains or losses in ‘Net finance income and finance expenses ’ , there might be a change to where these gains or losses are recognised, and the Company is currently evaluating the need for change.
• The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the Company will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position
• The Company does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:
  • management-defined performance measures
  • a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and
  • for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.
• From a cash flow statement perspective, the Company does not expect any changes on the presentation of interest received and interest paid, with interest received already presented as investing cash flows, and interest paid already presented as financing cash flows, accordingly there is no change to our operating cash flows.

The Company will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.

The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of accounting judgments, including estimates. It requires the management to exercise its judgement in the process of applying the Company’s accounting policies and it requires management to make estimates relevant to the financial statements. Changes may have a significant impact on the financial statements in the period the assumptions change. Management believes the underlying assumptions are appropriate.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different when, and to the extent that, the uncertainty is resolved.

The financial position and performance of the Company was particularly affected by the following events and transactions during the financial year:

• In November 2025, the company listed on Euronext Securities Oslo, raising net proceeds of NOK 95.2 million through the issuance of new shares (net of transaction-related costs of NOK 4.5 million) and NOK 95.7 (nil) million through the sale of existing treasury shares (net of transaction-related costs of NOK 4.1 million). Additional information is provided in note 21.
• Appear capitalised technological development costs of NOK 66.2 million, where previously internal development costs were expensed as the recognition criteria for capitalising as an intangible asset were not met. Additional information is provided in note 10.

Appear ASA is the parent of the Appear Group. Appear ASA’s purpose and business consists of owning shares in its subsidiaries and providing solutions for live production and broadcast distribution technology.

The Appear Group is comprised of the following subsidiaries:

Operating segments are components of the Company regularly reviewed by the chief operating decision maker (“CODM”), to assess performance and allocate resources. The CODM in Appear is the board of directors. The Company as a whole is operated as a single segment referred to as Solutions for live production and broadcast distribution technology.

Refer to note 3.2 for a disaggregation of revenue based on the major class of products and by geography.

The Company has three main geographic focus areas for Sales:

• Europe, Middle East and Africa (EMEA), with a focus on the Nordics, United Kingdom, Ireland, Germany, France, Italy, Spain, Switzerland, The Netherlands, Belgium and United Arab Emirates.
• Americas (AM) with a focus on United States of America, Canada, Mexico and Argentina.
• Asia Pacific (APAC), with a focus on Singapore, Australia and New Zealand, as well as other parts of Asia.

The following table presents the amount of revenues from customers for the Company to customers in Norway compared to customers outside of Norway:

Detailed below is the amount of revenue from contracts with external customers arising from sales to the Company’s largest customer which contributed more than 10 per cent of total revenues in the Company. No other single customer contributed 10 per cent or more to the Company’s revenue.

Appear generates its revenue from the sale of high-capacity solutions for media processing and content delivery (media processing and delivery platforms), including premium live event contribution, remote production and distribution.

Appear recognises revenue from the following major sources:

• Sales of its media processing and delivery platforms

• Additional sales of software and licenses

• Sales of support and consulting services

The Company disaggregates its revenue based on class of product / service and by geography.

Revenue is reported at the value of what has been received or will be received, and corresponds to the amounts received for goods and services sold after deductions for discounts and VAT.

Transaction price may consist of variable elements such as discounts, performance related price and contract penalties. Transaction price, including variable considerations, is estimated at the commencement of the contract (and periodically thereafter). Judgment is used in the estimation process based on historical experience with the type of business and customer.

Revenue is allocated according to each product’s and service's stand-alone selling price. In the customer contracts each product and service are either negotiated separately or sold as a package. When negotiated separately, stand-alone selling prices are derived based on prices for the media processing and delivery platform and services as stated in the contract with the customer. When sold as a package, stand-alone selling prices for product and service is derived from Appear price lists.

The table below shows the disaggregation of revenue from contracts with customers for the financial year and the basis on which revenue is recognised:

Contract liabilities in the Company mainly relate to amounts paid for performance obligations that are completely or partially unsatisfied at the end of each reporting period. Contract liabilities primarily relate to the Company ´s service level agreements.

As of 31 December 2025, the Company had an aggregate amount of unsatisfied performance obligations resulting from fixed-price long-term service level contracts of approximately NOK 170 million (31 December 2024: NOK 77 million). Management expects that approximately 35% (2024: 60%) of the transaction price allocated to unsatisfied performance obligations as of 31 December 2025 will be recognised as revenue next year.

Employee benefit expense for the years presented in the financial statements are disaggregated as follows:

The average number of full time equivalents employees and sales consultants employed by the Company over the financial year and the number of employees and sales consultants at the end of the financial year is presented below:

The Company is required to have an occupational pension scheme for its employees in accordance with the Norwegian law on required occupational pension. Appear has a defined contribution plan to pay contributions to an insurance company, that meets the requirements of that law.

Employees covered by the Company’s pension scheme amounted to 159 at 31 December 2025 (31 December 2024: 147).

The Company received approval for certain “SkatteFUNN” projects for the financial year. The following subsidies are recognised as cost reductions in employee benefit expenses and recognised as other current assets in the statement of financial position.

Depreciation and amortisation incurred by the Company are disaggregated as follows:

Other operating expenses incurred by the Company are disaggregated as follows:

The total remuneration to the auditor for the financial years are presented below:

Income tax expense is recognised based on management’s estimate of the effective annual income tax rate expected for the full financial year. The effective tax rate used for the year ended 31 December 2025 is 23.6%, compared to 22.1% for the year ended 31 December 2024.

The Company did not have any unrecognised tax losses carried forward at any of the reporting periods presented. In the financial year ended 31 December 2024 the Company fully utilised brought forward Tax losses from prior periods.

The following depreciation methods and useful lives have been identified for each of the class of property, plant and equipment assets identified in the Company:

The Company reviews the useful life of its property, plant and equipment assets at least at each period end, considering factors such as their obsolescence and expected levels of wear and tear.

The useful life of the leasehold improvements is depreciated over the remaining lease term held by the Company.

The following amortisation methods and useful lives have been identified for each of the class of intangible assets identified in the Company:

The Company reviews useful life of its intangible assets at least at each period end, considering factors such as their obsolescence.

Appear has in recent years incurred significant research and development costs. Research costs are expensed as incurred, while development costs are expensed unless recognition criteria for capitalising as an intangible asset are met.

During the year ended 31 December 2025, Appear recognised intangible assets arising from internal development expenses of new platforms and technological upgrades with demonstrated technical and commercial feasibility.

In the year ended 31 December 2025, technological development expenditure totaling 66.2 million were capitalized. The investments related to intangible assets arising from capitalisation of technological development expenditure , comprising capitalisation of employee benefit expenses NOK 58.5 (nil) million, allocation of shared overheads NOK 6.3 (nil) million and directly attributable expenditure of NOK 1.4 (nil) million. The technological development expenditure is held as assets under construction until the project is completed and the asset is ready for its intended use, at this point the amortisation of the intangible assets commences. The expected commercial lifetime of the projects typically ranges from three to five years.

Management applies judgment to conclude whether intangible assets arising from internal development shall be recognised. An intangible asset arising from internal development is recognised from the point when Appear can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use, future economic benefits from use of the intangible assets are probable and Appear has adequate resources to complete the development and to use the asset and the intention to complete and use the asset.

Development expenses incurred prior to meeting the requirements for capitalization and expenses incurred after completing development to maintain the intangible asset are expensed as incurred.

Internal development costs were previously expensed as incurred, and the capitalisation has therefore contributed materially to the improvement in reported earnings for the year.

The Company’s leasing activities mainly relate to office buildings. Additionally, the Company also leases IT equipment, furniture, and other small equipment, which are typically classified as short-term and/or low value leases.

The Company’s right-of-use assets only pertain to its office buildings, and presented the following movements:

The Company’s lease liabilities and movements during the year are provided in the table below:

Disclosures on the maturity of lease liabilities are provided in the table below:

Inventories recognised as an expense during the year ended 31 December 2025 amounted to

NOK 210.5 million (31 December 2024: NOK 167.8 million). These were reported in raw materials and consumables used in the statement of comprehensive income.

Provisions for inventory obsolescence represent write downs of inventories to net realisable value amounted to NOK 0.5 million (31 December 2024: NOK 0.2 million). These were recognised as an expense during the year ended 31 December 2025 and included in other expenses in the statement of comprehensive income.

Provisions for warranties are measured based on Management’s best estimate at the end of each reporting period. The amount of warranty provisions is based on an expected value model, where the Company uses historical information and current information about known or detected defects. Warranty provisions are considered for the whole population of goods sold and subject to warranty provisions, adjusting for known or expected cases affecting specific groups of goods (by series, production time, or any other applicable grouping).

Provisions are made when there is a present legal or constructive obligation, an outflow of resources is probable and a reliable estimate can be made. Provisions are measured using management’s best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value.

This note covers financial instrument risks (credit risk, liquidity risk, interest rate risk and foreign currency risk) to which the Company is exposed, how the risks arise and how the Company manages these risks. The Company has a financial risk management policy and senior management oversees the management of these risks.

The Company defines capital as equity, investment in working capital (inventories and trade receivables), bank deposits and fund investments. The Company’s main objectives when managing capital is to ensure the ability of the Company to continue as a going concern, optimize return on investment, secure flexibility to capitalize on growth opportunities and to generate returns to shareholders in the form of dividends.

The table below outlines the development in the Company's share capital since 1 January 2025 and showing the impact of the bonus issue on 9 October 2025 and listing on the Euronext Securities on 6 November 2025.

On 9 October 2025 the Company’s share capital increased from NOK 794,340 by NOK 397,170 to NOK 1,191,510 by an increase of the shares' nominal value from NOK 0.10 per share to NOK 0.15 per share, transferred from share premium. The Company’s articles of association were amended to reflect the share capital increase.

On 6 November 2025 the company listed on the Euronext Securities Oslo, the Initial Public Offering raised gross proceeds of NOK 99.8 million through the issue of New Shares, equivalent to 1,500,000 New Shares. Nominal new share capital of 1,500,000 New Shares was issued at NOK 0.03 (par value per Share), amounting to NOK 45,000.

Treasury shares are shares in Appear ASA that are held for the purpose of issuing shares under the Appear ASA Company Bonus scheme and the executive short-term incentive plan (STIP) scheme. Shares issued to employees are recognised on a first-in-first-out basis.

In connection with the Initial Public Offering, ABG Sundal Collier ASA over-allotted 1,500,000 shares to applicants in the Offering. ABG Sundal Collier ASA borrowed 1,500,000 shares from the Company, held as treasury shares, and ABG Sundal Collier ASA were granted an option to acquire the shares from the Company at a price per share of NOK 66.50 per share. The option was exercised in full on 15 November 2025, generating gross proceeds of NOK 99.8 million through the sale of treasury shares.

During the year ended 31 December 2025, the Company sold 17,990 ordinary shares (31 December 2024: sold 17,413 ordinary shares and re-purchased 26,178 ordinary shares from existing shareholders) in the Company for an aggregate amount of NOK 2.5 million (NOK 0.6 million).

As of 31 December 2025, the total number of treasury shares held by the Company was 621,205 shares (31 December 2024: 442 231 shares).

Appear ASA presents the following ownership structure at 31 December 2025:

The Board of Directors is not aware of any significant events that occurred after the reporting date, or any new information regarding existing matters, that can have a material effect on the 2025 financial report for the company.

Remuneration to key management personnel, comprising the board of directors, and the executive management team, are disclosed in Note 24 of the Consolidated Financial Statements and the Remuneration Report for 2025.

Revenue includes the following amounts arising from sales to subsidiaries:

Operating expenses includes the following intercompany recharges received from subsidiaries:, consisting of sales and marketing fees incurred by the Regions and technological development costs:

Trade receivables includes the following outstanding balances owed by subsidiaries, in relation to sales, at the financial year end:

Trade payables includes the following outstanding balances due to subsidiaries, in relation to sales and marketing fees, at the financial year end: