APPEN LIMITED — Capital/Financing Update 2023

Nov 20, 2023

Proposed issue of securities

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Announcement Summary

Entity name APPEN LIMITED

Announcement Type

New announcement

Date of this announcement

21/11/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Warrants	2,301,371
confirmed
APX	ORDINARY FULLY PAID	6,904,114

Proposed +issue date 2/1/2024

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

APPEN LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

60138878298

1.3 ASX issuer code

APX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/11/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description APX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

6,904,114

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Securities are being issued to the vendors of Quadrant Global Pte. Ltd (Quadrant) in connection with the earn-out arising from the acquisition of Quadrant by the Appen Group which completed on 13 September 2021. Appen has determined to issue the ordinary shares and warrants to satisfy the earn-out liability of approximately USD5m.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 5,850,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Warrants

+Security type

Other

Number of +securities proposed to be issued

2,301,371

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Securities are being issued to the vendors of Quadrant Global Pte. Ltd (Quadrant) in connection with the earn-out arising from the acquisition of Quadrant by the Appen Group which completed on 13 September 2021. Appen has determined to issue the ordinary shares and warrants to satisfy the earn-out liability of approximately USD5m.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

1,950,000.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Each warrant will automatically vest on the 12 month anniversary of their issue date (or upon the occurrence of a change of control event, winding-up or other exit event).

Timing for vesting and subsequent exercise of warrants will also be dependent on the warrant holder remaining an employee or engaged by the Appen Group, not being a bad leaver and in certain circumstances where they are subject to constructive dismissal.

Part 7C - Timetable

7C.1 Proposed +issue date

2/1/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

9,205,486

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Nil

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Securities are being issued in satisfaction of an earn-out liability arising from the acquisition of Quadrant.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The actual number of Shares and Warrants to be issued will be based on the 90 day VWAP of Appen Shares prior to the issue date and the 30 day AUD:USD exchange rate prior to the issue date, and such variables are likely to change at the time of issue.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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