Regulatory Notice- ADDvise Group AB (publ) conducts a Rights Issue of approximately MSEK 24.9 guaranteed by major shareholders and board members.

The Board of Directors in ADDvise Group AB (publ) ("ADDvise") has, based on the authorization granted by the annual general meeting on 26 April 2018, resolved to issue units each, consisting of one share of series B and one warrant, with preferential rights for ADDvise's existing shareholders (the "Rights Issue"). The Rights Issue consist of a maximum of 43,042,288 new units. ADDvise also publishes updated trailing 12 months financials for the period November 2017 to October 2018.

Summary of the Rights Issue

• The Rights Issue, – if fully subscribed – provides ADDvise with up to approximately MSEK 24.9, before issue costs. Upon full exercise of the warrants for subscription of shares, ADDvise will be further provided with approximately MSEK 27.9 MSEK.
• The Rights Issue consist of a maximum of 43,042,288 units, corresponding to a maximum of 43,042,288 shares of series B and a maximum of 43,042,288 warrants. One (1) warrant entitles the shareholder to subscribe for one (1) newly issued share of series B during the period from 25 January through 8 February 2021. Subscription price for shares based on warrants will be 0.65 SEK.
• The issue proceeds from the proposed capitalization is meant to be used as cash payment as part of the total purchase price for the acquisition of the Helsinki based med-tech company within the Life Science Industry (the “Company”), which has been published in a separate press release today, 12 December 2018. The issue proceeds from subscription of shares based on warrants will be used to finance future acquisitions.
• ADDvise further publishes updated financials for the LTM for the period of 1 November 2017 – 31 October 2018.

• The Rights Issue is fully covered by subscription commitments and guarantee undertakings from major shareholders and Board members.
• Existing shareholders are entitled to subscribe for one (1) unit for each share held on the record date of 15 January 2019, one (1) unit consisting of one (1) newly issued share of series B and one (1) warrant of series 2019/2021. The subscription price is SEK 0.58 per unit, corresponding to a subscription price of SEK 0.58 per share; the warrant is issued free of charge.

• The record date for receiving unit rights in the Rights Issue is 15 January 2019. The subscription period for subscription of units will be from 17 January 2019 up and until 31 January 2019.

Rationale for the Rights Issue and use of proceeds

ADDvise is a leading supplier of equipment to healthcare and research facilities. The group consists of several subsidiaries organized into two business areas, Lab and Healthcare, both with global sales. The Group has a clear acquisition strategy with the aim of increasing shareholder value and add customer value – both geographically and product wise.

ADDvise is carrying out the Rights Issue in order to partially finance the acquisition of the Company. The Company is a distribution company within the healthcare sector focusing mainly on sales and services of high-quality med-tech equipment on the Finnish market. The fiscal year of 2017, The Company had a revenue of approximately 65 MSEK and an adjusted EBITDA of approximately 7,2 MSEK. The forecast for 2018 is approximately 67,0 MSEK revenue and an adjusted EBITDA of approximately 7,2 MSEK.

The acquisition is expected to strengthen ADDvise position on the Nordic healthcare market and will also increase ADDvise Group profitability and revenue.

The net amount of the Rights Issue is intended to be used in its entirety as part of the purchase price for the acquisition of the Company. More information about the acquisition as well as the Letter of Intent regarding the acquisition can be found in separate press release, which has been published today, 12 December 2018.

The Right Issue
ADDvise’s Board of Directors has, based on the authorization granted by the annual general meeting on 26 April 2018, resolved to issue units, consisting of shares and warrants, in accordance with the following terms:

• All existing shareholders receive one (1) unit right for each share held on the record date. One (1) unit right entitles the holder to subscribe for one (1) unit for a subscription price of 0.58 SEK.
• One (1) unit consists of one (1) newly issued share of series B and one (1) warrant of series 2019/2021. The Rights Issue thus issues a maximum of 43,042,288 units, corresponding to 43,042,228 new shares of series B and 43,042,288 warrants. The subscription price of SEK 0.58 per unit corresponding to a subscription price of SEK 0.58 per share; the warrant is issued free of charge.
• At full subscription of the Rights Issue ADDvise receives issue proceeds of approximately SEK 24.9 million, before issuing costs. As a result, the share capital may increase from SEK 4,304,228.80 to SEK 8,608,457.60, representing an increase of SEK 4,304,228.80. At full subscription of the Rights Issue the number of shares will increase from 43,042,288 shares to 86,084,576 shares, representing an increase of 43,042,288 shares.
• For existing shareholders who choose not to participate in the Rights Issue, assuming that the Rights Issue is fully subscribed, will experience a dilution amounting to 50 percent. Assuming full exercise of the warrants, shareholders will experience an additional dilution of 33.33 percent, amounting to a total dilution of 66.67 percent.

• The subscription period will be from 17 January 2019 until 31 January 2019.
• The warrants entitle the holder to subscribe for one new share of series B, during the subscription period from 25 January 2021 up and until 8 February 2021, at a subscription price of SEK 0.65 per share. At full subscription and full exercise of the warrants, ADDvise can receive approximately MSEK 27.9. As a result, the share capital may increase from SEK 8,608,457.60 to SEK 12,912,686.40 which represents an increase of SEK 4,304,228.80.

Subscription commitments and guarantees

The Rights Issue is covered by approximately MSEK 12.8, corresponding to approximately 51.4 percent of the Rights Issue, from subscription commitments from existing shareholders and approximately MSEK 12.1, corresponding to approximately 48.6 percent from guarantee undertakings from major shareholders and members of the board members. In total, 100 percent of the Rights Issue is covered by subscription commitments and guarantee undertakings. Subscription commitments have been provided by Rikard Akhtarzand (CEO and Board member, via company and private), Staffan Torstensson (Chariman of the Board, via company), Meg Tivéus (Board member), GoMobile AB, Nordnet Pension, Anders Wihlborn, Magnus Vahlquist and Wilhelm Christerson. Guarantee undertakings have been provided by Rikard Akhtarzand (via company), Staffan Torstensson (via company), Meg Tivéus, Fredrik Celsing (Board member), Nordnet Pension, Anders Wihlborn, Magnus Vahlquist, Wilhelm Christerson and Mangold Fondkommission AB. For the guarantors, a guarantee commission of ten (10) percent of the guaranteed amount is paid in cash. The guarantors may also choose to receive compensation in shares instead of cash, in which case the compensation is twelve (12) percent. No compensation is paid to the shareholders who entered into subscription undertakings.

Indicative timetable for the Rights Issue

11 January 2019	The investment memorandum is expected to be published.
11 January 2019	Last day of trading including the right to receive unit rights.
14 January 2019	First day of trading excluding the right to receive unit rights.
15 January 2019	The record date. Shareholders who are registered in the Euroclear Sweden AB first share register as of this day will receive unit rights which entitle the holder to participate in the Rights Issue.
17 January – 29 January 2019	Trading in unit rights on Nasdaq First North
17 January – 31 January 2019	The subscription period for the Rights Issue.
5 February 2019	The announcement of the outcome of the offering is expected to be published.

Advisors

Mangold Fondkommission AB is the financial advisor and Hamilton Advokatbyrå KB is the legal advisor to ADDvise in connection with the Rights Issue.

Updated financials

In connection with the Rights Issue, ADDvise has prepared updated financials to clarify the impact of ADDvise's latest acquisitions on ADDvise's financials, as well as the acquisition of The Company expected effect on the financials. ADDvise Last Twelve Months (“LTM”) financials correspond to a net sales growth of 18.6 percent and an EBITDA growth of 16.5 percent compared to fiscal year of 2017. LTM Proforma compared to ADDvise LTM corresponds to a net sales growth of 24 percent and an EBITDA growth of 45.7 percent. The following table of updated financials has not been revised or reviewed by the company's auditor. The table sets forth ADDvise’s updated financials, The Company’s LTM and a merger of the two.

	LTM Proforma***	Company LTM**	ADDvise LTM*	ADDvise Full Year
MSEK	2017/2018	31 Oct – 30 Sept 2018	1 Nov 2017 – 31 Oct 2018	1 Jan 2017 – 31 Dec 2017
Net Sales	352.78	68.22	284.56	239.9
EBITDA before acquisition costs	26.29	8.24	18.05	15.5
EBITDA	24.35	8.24	16.11	12.1
EBIT	17.64	8.16	9.48	7.6
EBT	0.87	8.09	-7.22	-10.6
Net Profit	3.93	6.84	-2.91	-5.8
EBITDA before acquisition costs margin	7.30%	12.10%	6.30%	6.50%
EBITDA margin	5.90%	12.10%	5.70%	5.10%
EBIT margin	4.30%	12.00%	3.30%	3.20%
Net profit margin	1.10%	10.00%	-1.00%	-4.40%
Net sales growth	24.00%	5.70%	18.6%	22.80%

* LTM for ADDvise Group during the period 1 Nov 2017 – 31 Oct 2018

** LTM for The Company during the period 1 Oct 2017 – 30 Sept 2018, converted from Euro at a rate of 1 EUR = 10.31 SEK

*** LTM Proforma is the sum of LTM ADDvise Group and LTM Company

Note: Company LTM has an adjusted EBITDA due to personnel expenses: Owners’ excess compensation of approximately 1.9 MSEK on EBITDA and subsequent items.

For further information, please contact:

Rikard Akhtarzand, CEO

+46 765-25 90 71

rikard.akhtarzand@addvisegroup.se www.addvisegroup.se

This information is required for ADDvise Group AB (publ) to disclose under the EU market abuse regulation. The information was submitted by the abovementioned contact person for publication on December 12, 2018 at 08.45 CET.

About ADDvise

ADDvise Group AB (publ) is a leading supplier of equipment to healthcare and research facilities. The group consists of approximately 10 subsidiaries organized into two business areas, Lab and Healthcare. Sales are global. The Group has a clear acquisition strategy with the aim of raising shareholder value and expand the business – both geographically and product wise. ADDvise Group’s shares are listed on Nasdaq First North and Mangold Fondkommission AB, +46 8 503 015 50, is ADDvise's Certified Adviser. Additional information is available at www.addvisegroup.com.

Important information

This press release is not an offer to purchase, subscribe for or otherwise trade in shares, units or other financial instruments in ADDvise. Invitation to concerned persons to subscribe for units in ADDvise will only be made through the investment memorandum that ADDvise is expected to publish on 11 January 2019.

This press release shall not, directly or indirectly, be released, published or distributed in or to the United States, Australia Japan, Canada or other country where such action as a whole or in part is subject to legal restrictions.

Neither unit rights, units subscribed for ("BTU"), newly issued shares or warrants have been recommended or approved by any US federal or state securities authority or regulatory authority. No unit rights, BTU, newly issued shares have been registered or will be registered under the United States Securities Act of 1933, as applicable, or in accordance with applicable laws in the United States, Australia, Japan, Canada or in any other country where the Rights Issue or distribution of the press release is in violation of applicable laws or regulations or presupposes that a prospectus is established, registered or that any other measure is undertaken beyond that required by Swedish law.

There is no intention to register any portion of the offer in the United States and the securities issued in the Rights Issue will not be offered to the public in the United States.

This press release may contain certain forward-looking information that reflects ADDvise's current views on future events as well as financial and operational development. Words that are "intended", "come", "judged", "expected", "can", "plan", "appreciate" and other expressions that imply indications or predictions about future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual outcomes may differ substantially from what is stated in forward-looking information. This information, the opinions and the forward-looking statements contained in this press release are valid only on this date and may be amended without notice. ADDvise makes no representations about publishing updates or revisions of forward-looking information, future events or similar circumstances other than the applicable law.