APPEN LIMITED — Capital/Financing Update 2023

May 15, 2023

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Announcement Summary

Entity name APPEN LIMITED

Announcement Type

New announcement

Date of this announcement

16/5/2023

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
APX	ORDINARY FULLY PAID	20,719,844

Trading resumes on an ex-entitlement basis (ex date) 17/5/2023

+Record date

18/5/2023

Offer closing date for retail +security holders

6/6/2023

Issue date for retail +security holders

14/6/2023

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
APX	ORDINARY FULLY PAID	11,442,320

Proposed +issue date

26/5/2023

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

Registration Number

ABN 60138878298

1.3 ASX issuer code

APX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

16/5/2023

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

APX : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

APX : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 1 6

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 20,719,844 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 1.85000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 1.85000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 3D - Timetable

3D.1a First day of trading halt

16/5/2023

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3D.1b Announcement date of accelerated offer

16/5/2023

3D.2 Trading resumes on an ex-entitlement basis (ex date)

17/5/2023

3D.5 Date offer will be made to eligible institutional +security holders

16/5/2023

3D.6 Application closing date for institutional +security holders

16/5/2023

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

17/5/2023

3D.9 +Record date

18/5/2023

3D.10a Settlement date of new +securities issued under institutional entitlement offer

25/5/2023

3D.10b +Issue date for institutional +security holders

26/5/2023

3D.10c Normal trading of new +securities issued under institutional entitlement offer

26/5/2023

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

23/5/2023

3D.12 Offer closing date for retail +security holders

6/6/2023

3D.13 Last day to extend retail offer close date

1/6/2023

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

14/6/2023

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Part 3E - Fees and expenses

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3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Barrenjoey Markets Pty Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management Fee of 1.10% of the entitlement offer proceeds (ex-GST).

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

Barrenjoey Markets Pty Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

100%

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriting Fee of 2.65% of the entitlement offer proceeds (ex-GST).

An incentive fee of up to 0.25% of the entitlement offer proceeds (ex-GST) is payable at the sole discretion of Appen.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to APX's investor presentation lodged with ASX on 16 May 2023 for a summary of the underwriting agreement and the summary of significant events that could lead to the underwriting being terminated.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Standard share registry, external advisers and ASX administrative fees.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Refer to further details in the ASX Announcement and Investor Presentation lodged on 16 May 2023.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

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3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

For retail shareholders, all countries other than Australia & New Zealand

For institutional shareholders, all countries other than Australia, New Zealand, European Union (excl Austria), HK, Norway, Singapore, Switzerland, UK & the US.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://events.miraqle.com/apx-offer

3F.7 Any other information the entity wishes to provide about the proposed issue

No

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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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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 11,442,320

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.85000

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

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Part 7C - Timetable

7C.1 Proposed +issue date

26/5/2023

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?

11,442,320

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? Yes

7E.1a Who is the lead manager/broker?

Barrenjoey Markets Pty Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee of 1.10% of placement proceeds (ex-GST).

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

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Yes

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7E.2a Who are the underwriter(s)?

Barrenjoey Markets Pty Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Underwriting fee of 2.65% of placement proceeds (ex-GST).

An incentive fee of up to 0.25% of the placement proceeds (ex-GST) is payable at the sole discretion of Appen.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please see APX's investor presentation lodged on ASX on 16 May 2023 for a summary of the underwriting agreement and the summary of significant events that could lead to the underwriting being terminated. Please see APX's investor presentation lodged on ASX on 16 May 2023 for a summary of the underwriting agreement and the summary of significant events that could lead to the underwriting being terminated.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

Standard share registry, external advisers and ASX administrative feesStandard share registry, external advisers and ASX administrative fees

Part 7F - Further Information

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

Please see APX's investor presentation lodged on ASX on 16 May 2023.

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

No

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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