Annual report 2025

Appear complies with the NUES Code, latest edition of 28 August 2025 (www.nues.no). The Board’s annual compliance statement covers each section; deviations, if any, are noted under the relevant section.

2025 was Appear’s first year as a listed company, following the admission of its shares to trading on Euronext Securities Oslo on 6 November 2025. The Company has implemented the governance frameworks, policies, and practices consistent with its status as a public company and is committed to full compliance with the code.

Deviations from the code: None

Appear’s Articles of Association are available at www.appear.net. Article 3 states the Company’s purpose: “The company’s purpose is to develop and offer products, solutions, and services for telecommunications, lease out consultants, and participate in and invest in other businesses.” The Company’s objectives, strategies, and risk profile are described in the Board of Directors’ Report.

Deviations from the code: None

Following the IPO and greenshoe exercise, the Company’s share capital is NOK 1,236,510, divided into 41,217,000 shares, each with a nominal value of NOK 0.03. All shares are of the same class, and each share carries one vote.

Deviations from the code: None

The Company’s shares are freely negotiable. The Articles of Association do not impose any restrictions on the negotiability of the shares. The shareholders’ agreement that was in place prior to the IPO was terminated upon listing. Each of the members of the Board of Directors and members of Management agreed to be subject to a 360 days lock-up period after the first day of trading and Listing of the Offer Shares, in each case subject to certain exceptions referred to in Section 18.20 of the prospectus. Each share carries one vote.

The shares are registered in book-entry form with Euronext Securities Oslo (ESO) under ISIN NO 0013683821. The Company’s ESO Registrar is Equro Issuer Services AS, with registered address at Billingstadsletta 13, 1396 Billingstad, Norway.

Deviations from the code: None

All shareholders may participate and vote at general meetings, convened with at least 21 calendar days’ notice including full documentation. Shareholders may attend in person, by proxy, or via advance electronic vote; the record date is five business days before the meeting. The Board evaluates whether to engage an independent external chair for each meeting. Separate votes are held for each individual candidate in elections. Meeting minutes are published via the stock exchange and on the Company’s website as soon as practicable.

Deviations from the code: None

The Nomination Committee is established under Article 8 of the Articles of Association, consisting of two to three members elected by the general meeting for one-year terms, with possibility of re-election. The majority must be independent of the Board and executive management.

The Nomination Committee shall present proposals to the general meeting regarding: (i) candidates for the board of directors; (ii) remuneration of the board members; and (iii) the composition and remuneration of the Nomination Committee itself. In its work, the Nomination Committee may contact shareholders, members of the Board, the management, and external advisers. Shareholders should be given the opportunity to propose board member candidates to the Nomination Committee.

The General Meeting has adopted instructions for the Nomination Committee. The Nomination Committee, elected by the Extraordinary General Meeting 24 October 2025 in accordance with the Articles of Association, is chaired by Erik Gunnar Braathen.

Deviations from the code: None

Pursuant to Article 6 of the Articles of Association, the Board shall consist of a minimum of three and a maximum of five members elected by the shareholders. The Board currently has five shareholder-elected directors. The composition of the Board is intended to secure the interests of the shareholders in general, while the directors also collectively possess a broad business and management background, sector understanding, and expertise in investment, financing, and capital markets.

Consideration has been given to the Board’s ability to make independent judgements, gender representation, and independence of directors from the Company and its management. The Board does not include executive personnel. All shareholder-elected directors are independent of Appear’s executive management and commercial partners.
The current Board was elected at the Annual General Meeting held on 13 May 2025. Their terms run until the Annual General Meeting in 2026. The Board has no employee-elected directors.

No board member has undertaken paid work for or on behalf of the Company after the conversion from private to public limited liability company beyond their responsibilities as board members. Remuneration is detailed in the related parties note and the Remuneration Report. Details on the background, experience, and independence of directors are available on the Company’s investor relations website.

Members of the Board are encouraged to own shares in the Company. The shareholding of each board member can be found in the notes to the consolidated financial statements and in the biography of each board member on the Company’s investor relations website.

Deviations from the code: None

The Board operates under an annual plan covering strategy, monitoring, and reporting, with a clear division of responsibilities from the CEO and executive management. An annual self-evaluation covers the Board’s performance, composition, and processes.

The Board has established an Audit Committee and a Remuneration Committee to act as preparatory and advisory bodies. Both committees operate under formal "Instructions for the Committee" adopted by the Board, which define their purpose, composition, and specific responsibilities.

The Audit Committee oversees financial and sustainability reporting, monitors the external auditor’s independence and performance, reviews internal controls, and meets with the auditor each quarter including at least one session without executive management present.

The Remuneration Committee advises the Board on executive remuneration policy, performance-related pay, and preparation of the annual Remuneration Report.

Deviations from the code: None

The Board ensures that Appear has sound internal controls and risk management systems appropriate to the nature of the Company’s activities, supporting quality financial reporting. Appear’s primary internal control routine is a monthly financial report prepared by the Finance department, reviewed by the CEO, management, and the Board. The Audit Committee reviews each quarterly and annual financial statement, focusing on risk elements and accounting estimates. The external auditor tests internal control routines annually and presents findings to the Board.

The Board has identified the following primary risk categories material to Appear’s business:

(i) market and technology risk, reflecting the rapid pace of innovation in broadcast technology and the Company’s dependence on continued R&D investment;

(ii) currency risk, as the majority of revenues are denominated in US dollars while a significant proportion of costs are incurred in NOK and GBP;

(iii) geopolitical and trade policy risk, including potential import tariffs affecting hardware products sold to the United States and semiconductor supply chain concentration in Taiwan;

(iv) customer concentration risk, with the top five customers representing 35% of 2025 revenue;

(v) credit and liquidity risk, mitigated by the Company’s strong liquidity position of NOK 499.1 million and absence of interest-bearing debt; and

(vi) talent and key person risk, given the Company’s dependence on a relatively small team of engineers and commercial professionals.

A more detailed description of the Company’s financial risk management is included in the Board of Directors’ Report and in the notes to the consolidated financial statements in the 2025 Annual Report.

Deviations from the code: None

The general meeting determines the Board’s remuneration annually, normally in advance, on the basis of recommendations from the Nomination Committee. Remuneration of board members shall be reasonable and based on the Board’s responsibilities, work, time invested and the complexity of the enterprise.

None of the directors have undertaken any special assignments for Appear other than their work on the Board and Board committees. Directors are unable to accept such assignments without approval from the Board in each case. Further information on Board remuneration is set out in the Company’s Remuneration Guidelines and Remuneration Report for 2025.

Deviations from the code: None

Executive remuneration is governed by Remuneration Guidelines approved by the general meeting and described in full in the Remuneration Report for 2025.

2025 was the Company’s first year as a listed company. The Board of Directors as of 31 December 2025 consists of Terje Rogne (Chairman), Arne Græe, Brita Eilertsen, Kenneth Ragnvaldsen, and Anette Willumsen.

The executive management team as of 31 December 2025 consists of:

There were no changes to the executive management team in 2025.

Deviations from the code: None

The Board has established guidelines for investor communication. Appear’s communication with the capital markets is based on the principles of transparency, full disclosure, and equality. These guidelines are published on the Company’s investor relations website at www.appear.net.

Information shall at all times be available on Appear’s investor relations website. English is the primary language used for investor communication. Stock exchange notices and other formal communications are published in English. Information to the stock market is published in the form of annual and interim reports, press releases, stock exchange announcements, and investor presentations. All information considered relevant and significant for valuing the Company’s shares is distributed and published in English via Euronext Securities Oslo’s disclosure system (www.newsweb.no) and via Appear’s investor website simultaneously.

The guidelines for investor communication state that in the last 30 days prior to distribution and publication of company results, no meetings with shareholders, investors, or analysts are to be held. Appear also has the right to impose silent periods in connection with other corporate events. During silent periods, no comments will be given on Appear’s results and future development.

Deviations from the code: None

In a takeover situation the Board will not obstruct any bid without good reason, will ensure equal treatment of shareholders, will not act to protect members’ personal interests, and will comply with NUES recommendations, seek an independent expert valuation, and present a clear recommendation to shareholders.

The Company’s shares have not been subject to any public takeover bids.

The Company is not party to any material agreements whose terms would be triggered, changed, or terminated upon a change of control of the Company. The Company’s shares have not been subject to any public takeover bids.

Deviations from the code: None

The external auditor, PwC, is appointed by the General Meeting. The auditor annually presents its overall plan for the audit of the Company to the Audit Committee for its consideration.

The Board and the Audit Committee maintain regular and open dialogue with the external auditor. During 2025, the auditor’s involvement included the following:

• Presented the audit plan, risk assessment, and internal control environment findings, including management letter points, related to the annual and interim financial statements.
• Attended Audit Committee meetings to discuss the interim financial statements, sustainability reporting, significant accounting estimates, and any differences of opinion between auditor and management.
• Held a meeting with the Board without the presence of the executive management.
• Confirmed their independence in writing and provided an overview of non-audit services provided to the Company.

The Board has established specific guidelines for management’s use of the external auditor for non-audit services to ensure the auditor's continued independence and objectivity.

The Board reports the auditor's total fees to the Annual General Meeting, categorized by audit fees and other non-audit services. The Annual General Meeting approves the remuneration of the auditor.

A specification of the total audit fees and fees for non-audit services paid to PwC in 2025 is included in the notes to the consolidated financial statements in the 2025 Annual Report.

Deviations from the code: None