Amplex AB announces a cash offer to the shareholders and warrantholders of ADDvise Group AB (publ)

The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland, South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover-rules). Shareholders and warrantholders in the United States should also refer to the section titled "Special notice to the shareholders and warrantholders in the United States" at the end of this press release.

Amplex AB ("Amplex"), hereby announces a public offer to the shareholders and warrantholders of ADDvise Group AB (publ) ("ADDvise") to acquire all shares and warrants in ADDvise for SEK 1.65 in cash per class A and B share, respectively, and SEK 0.49 per warrant of series TO1A and series TO1B, respectively (the "Offer"). The shares and warrants in ADDvise are listed on Nasdaq First North Premier Growth Market ("Nasdaq First North").

Summary of the Offer

• The shareholders of ADDvise are offered SEK 1.65 per class A and B share, respectively, and the warrantholders are offered SEK 0.49 per warrant of series TO1A and series TO1B, respectively (the "Offer Price"). The Offer Price means that the value of the consideration is equal for the class A and B shares in ADDvise, which is in accordance with section II.11 of the Takeover Rules. The Offer values ADDvise at approximately SEK 1.05 billion.[1]
• As of the date of this press release, Amplex, together with closely related parties, owns or controls in aggregate 19,245,269 class A shares[2] and 161,326,273 class B shares, corresponding to approximately 29.79 per cent of the share capital and 43.58 per cent of the votes in ADDvise, as well as 3,207,544 warrants of series TO1A[3] and 30,506,612 warrants of series TO1B.
• The consideration offered corresponds to:

Class B shares

• a positive premium of approximately 41.51 per cent compared with the closing price of the class B share of SEK 1.17 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 50.95 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.09 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 52.21 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.08 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Series TO1B warrants

• a positive premium of approximately 319.52 per cent compared with the closing price of the series TO1B warrants of SEK 0.12 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 340.22 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.11 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 324.11 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.12 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Class A share

• a negative premium of approximately 17.29 per cent compared with the closing price of the class A share of SEK 2.00 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 16.20 per cent compared with the volume-weighted average trading price of the class A share of SEK 1.97 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a negative premium of approximately 22.76 per cent compared with the volume-weighted average trading price of the class A share of SEK 2.14 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

Series TO1A warrants

• a negative premium of approximately 19.14 per cent compared with the closing price of the series TO1A warrants of SEK 0.61 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 21.09 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.62 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, and a negative premium of approximately 26.76 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.67 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer.

• Fredrik Celsing, chief executive officer of Amplex and the chairman of the board of ADDvise, holding approximately 0.59 per cent of the share capital and approximately 0.44 per cent of the votes in ADDvise and 500,000 warrants of series TO1B, has irrevocably undertaken to accept the Offer in respect of all shares and warrants he holds.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that Amplex becomes the owner of more than 90 per cent of the shares in ADDvise (on a fully diluted basis) as well as conditions 2–7 set out under the section "Conditions for completion of the Offer" below.
• An offer document regarding the Offer is expected to be made public on this day and the acceptance period is expected to commence on or around 11 December 2025 and end on or around 23 January 2026.

Amplex, chief executive officer, Fredrik Celsing, comments:

“As a long-term owner, Amplex has followed and supported ADDvise through both successful and more challenging periods. We now see that the uncertainty in the world around us has created a more challenging market with unstable demand, while major acquisitions have been made without strengthening the capital base in line with the increased business risk, which today limits the financial flexibility. The company therefore faces significant challenges that are becoming increasingly difficult to meet in a listed environment. In a private environment, ADDvise will have access to Amplex's full operational experience and the resources needed to strengthen its core business, set clearer priorities and improve operational efficiency. This will create a stable foundation for long-term development and strengthen the company's ability to meet customer needs and contribute to long-term positive results for employees, customers and other stakeholders."

Background and reasons for the Offer

ADDvise is a well-positioned company in the life science and medical technology sector with a broad and international portfolio of subsidiaries offering attractive products. The group currently consists of over 20 operational companies.

As a long-term owner, Amplex has supported ADDvise through both growth phases and more challenging periods, while also recognising how the public environment increasingly limits the company's ability to act quickly and purposefully. ADDvise operates in a global market where geopolitical uncertainty and price and trade risks have caused customers to postpone major investment decisions, particularly in the United States. This has created unstable demand and put pressure on the company's sales, while currency movements in recent years have further weighed on revenue. At the same time, ADDvise has undertaken significant acquisitions without reinforcing its capital base in line with the increased business risk, which is now limiting the company's financial flexibility. Amplex believes that the company therefore faces significant challenges that are becoming increasingly difficult to manage in a listed environment.

To meet these challenges and create a stable foundation for future growth, Amplex believes that ADDvise needs to strengthen its core business, implement clearer priorities and improve operational efficiency in order to lay the groundwork for rebuilding growth. These initiatives require focus, operational strength and a long-term commitment from both the company and its owners, but also entail financial and operational challenges that are difficult to address in a listed environment. In parallel, investments in product development and commercial infrastructure, among other things, are considered necessary for future growth.

Given the market environment and the initiatives required, Amplex believes that ADDvise has better potential for development outside the stock market, in a more stable private environment. Such an environment also creates the flexibility needed to implement strategic initiatives with a longer-term perspective than quarterly results. Without extensive regulatory requirements and a short-term focus on results, the company will be able to better navigate a complex and volatile market. By reducing costs and workload related to public requirements, time and resources will also be freed up for long-term development of the business.

Amplex has extensive experience in owning and developing B2B technology companies in selected niches, such as ADDvise, and also has significant experience in providing operational support through its organisation. With Amplex as owner in a private environment, ADDvise would have access to Amplex's full operational experience, knowledge and resources to implement necessary changes and create conditions for growth.

Against this background, Amplex wishes to give all shareholders and warrant holders in ADDvise an opportunity to realise the value of their holdings and ensure immediate and certain liquidity.

Amplex values ADDvise's skilled staff and appreciates the decentralised structure and entrepreneurial culture that ADDvise embraces. The Offer is not expected to result in any significant changes to ADDvise's employees and management (including their terms of employment) or to the existing organisation and operations, including effects on employment levels and the locations where ADDvise currently operates.

The Offer

Consideration

Amplex offers SEK 1.65 in cash per class A and B share, respectively, and SEK 0.49 per warrant of series TO1A and TO1B, respectively, in ADDvise. The Offer Price means that the value of the consideration is equal for the class A and B shares in ADDvise, which is in accordance with section II.11 of the Takeover Rules for certain trading platforms issued by the Swedish Stock Market Self-Regulation Committee (the "Takeover Rules").

ADDvise does not hold any of its own shares.

In the event that ADDvise pays dividends or makes any other value transfer to the shareholders and warrantholders of ADDvise, for which the record date occurs before settlement of the Offer, the Offer Price will be reduced accordingly.

• The consideration offered corresponds to:

• a positive premium of approximately 41.51 per cent compared with the closing price of the class B share of SEK 1.17 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 50.95 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.09 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 52.21 per cent compared with the volume-weighted average trading price of the class B share of SEK 1.08 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

• a positive premium of approximately 319.52 per cent compared with the closing price of the series TO1B warrants of SEK 0.12 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a positive premium of approximately 340.22 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.11 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a positive premium of approximately 324.11 per cent compared with the volume-weighted average trading price of the series TO1B warrants of SEK 0.12 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

• a negative premium of approximately 17.29 per cent compared with the closing price of the class A share of SEK 2.00 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 16.20 per cent compared with the volume-weighted average trading price of the class A share of SEK 1.97 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, a negative premium of approximately 22.76 per cent compared with the volume-weighted average trading price of the class A share of SEK 2.14 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer,

• a negative premium of approximately 19.14 per cent compared with the closing price of the series TO1A warrants of SEK 0.61 on Nasdaq First North on 9 December 2025, being the last trading day prior to the announcement of the Offer, a negative premium of approximately 21.09 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.62 on Nasdaq First North during the last 30 trading days prior to the announcement of the Offer, and a negative premium of approximately 26.76 per cent compared with the volume-weighted average trading price of the series TO1A warrants of SEK 0.67 on Nasdaq First North during the last 60 trading days prior to the announcement of the Offer.

Total value of the Offer

The total value of the Offer amounts to approximately SEK 734.26 million, based on a total of 425,496,264 class A and B shares and a total of 65,702,920 warrants of series TO1A and series TO1B in ADDvise not directly or indirectly owned by Amplex or any of its related parties or related companies. The Offer values ADDvise at approximately SEK 1.05 billion, based on all 606,067,806 outstanding class A and B shares and 99,417,076 outstanding warrants of series TO1A and series TO1B.[4]

No commission will be charged in connection with settlement of the Offer.

Statement from the board of ADDvise

In accordance with the Takeover Rules, the board of ADDvise is expected to announce a statement regarding the Offer no later than two weeks prior to the expiry of the acceptance period.

Contact with the board of ADDvise

Amplex notified the board of ADDvise about the Offer on 9 December 2025. Amplex intends to seek a recommendation of the Offer from ADDvise's board.

The Amplex Group in brief

Amplex is a privately owned Swedish corporate group that acquires, owns and develops technology companies in selected niches. The business is run in a decentralised manner with around 30 companies in the fields of lifting technology and material handling, workplace safety and lighting. Operations are conducted in Sweden, Finland, Denmark, France, the United Kingdom, Ireland, Germany, Italy, the United States, Canada and China. Amplex has also developed business areas that have subsequently been spun off into independent groups with the same main owner. A group of companies within Life Science was sold to ADDvise about 15 years ago, and Amplex, together with its main owner and other wholly owned companies, has been one of ADDvise's largest shareholders.

Kenneth Lindqvist is the sole owner and chairman of the board of Amplex AB, KAMIC AB and other wholly owned companies. Kenneth Lindqvist's professional experience includes serving as deputy chief executive officer of Saab Sweden from the mid-1980s to 1992, after which he became self-employed.

Further information about Amplex is available on: www.amplexab.se.

Amplex’s holding in ADDvise

As of the date of this press release, Amplex, together with closely related parties, owns and controls in aggregate 19,245,269 class A shares[5] and 161,326,273 class B shares, corresponding to approximately 29.79 per cent of the share capital[6] and 43.58 per cent of the votes[7] in ADDvise, as well as 3,207,544 warrants of series TO1A[8] and 30,506,612 warrants of series TO1B, as set out below.

Amplex holds 10,561,321 class A shares and 116,927,260 class B shares, corresponding to approximately 21.04 per cent of the share capital and 27.41 per cent of the votes in ADDvise. In addition, Amplex holds 1,760,220 warrants of series TO1A and 24,419,596 warrants of series TO1B.

Kenneth Lindqvist, who is chairman of the board and sole shareholder of Amplex, owns or controls (directly and indirectly through insurance policies) a total of 46,950 class A shares and 8,896,864 class B shares in ADDvise, corresponding to approximately 1.48 per cent of the share capital and approximately 1.15 per cent of the votes. In addition, Kenneth Lindqvist owns or otherwise controls (directly and indirectly through insurance policies) 7,825 warrants of series TO1A and 182,551 warrants of series TO1B.

Furthermore, Kenneth Lindqvist owns or controls, through wholly owned companies other than Amplex, or through related parties, 8,636,998 class A shares (of which 5,267,745 indirectly through capital insurance policies) and 35,502,149 class B shares (of which 18,897,300 indirectly through capital insurance policies) in ADDvise, corresponding to approximately 7.28 per cent of the share capital and approximately 15.01 per cent of the votes. In addition, Kenneth Lindqvist owns or controls, through wholly owned companies other than Amplex or through related parties, 1,439,499 warrants of series TO1A (of which 877,957 indirectly through capital insurance policies) and 5,904,465 warrants of series TO1B (of which 3,149,550 indirectly through capital insurance policies).

All class A and class B shares and warrants of series TO1A and series TO1B owned or controlled by Kenneth Lindqvist, including through wholly owned companies other than Amplex or through related parties – in aggregate 8,683,948 class A shares and 44,399,013 class B shares, corresponding to approximately 8.76 per cent of the share capital and approximately 16.17 per cent of the votes in ADDvise, and 1,447,324 warrants of series TO1A and 6,087,016 warrants of series TO1B – will be contributed to Amplex upon completion of the Offer.

Apart from the above, neither Amplex nor any of its related companies or related parties, own or control any shares or warrants in ADDvise or financial instruments that give a financial exposure to ADDvise’s shares or warrants equivalent to a holding of shares or warrants in ADDvise at the time of this announcement, nor has Amplex or any of its related companies or related parties acquired or agreed to acquire shares, warrants or any other financial instruments in ADDvise that provide a financial exposure equivalent to a holding of shares or warrants in ADDvise at a price exceeding the Offer Price during the six months preceding the announcement of the Offer.

A shareholder or warrantholder who wishes to accept the Offer but does not want to await payment of the consideration may seek to sell their shares or warrants in the market. To the extent permitted by applicable laws and regulations, Amplex may acquire, or enter into arrangements to acquire, shares or warrants in ADDvise outside the Offer at a price per share or warrant not exceeding the Offer Price. Any such acquisitions or arrangements will be carried out in accordance with Swedish law and the Takeover Rules and will be made public in accordance with applicable rules.

Undertakings to accept the Offer

Fredrik Celsing, chief executive officer of Amplex and the chairman of the board of ADDvise, holding 3,580,000 class B shares and 500,000 warrants of series TO1B in ADDvise, corresponding to approximately 0.59 per cent of the share capital and approximately 0.44 per cent of the votes in ADDvise, has irrevocably undertaken to accept the Offer in respect of all shares and warrants he holds.

The undertaking ceases to apply if the Offer is withdrawn or expires.

Certain closely related party matters

Fredrik Celsing is the chief executive officer of Amplex and the chairman of the board of ADDvise. Consequently, Fredrik Celsing has a conflict of interest in accordance with section II.18 of the Takeover Rules.

Fredrik Celsing is precluded from participating in the board of ADDvise’s deliberations and decisions on matters relating to the Offer.

In light of the related party relationship described above, the Offer is subject to the provisions of section IV of the Takeover Rules. This means that the acceptance period for the Offer will be at least four weeks. The board of ADDvise must also obtain and publish a fairness opinion from an independent expert no later than two weeks prior to the expiry of the acceptance period.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Amplex becomes the owner of more than 90 per cent of the total number of shares in ADDvise (on a fully diluted basis),

2. with respect to the Offer and the completion of the acquisition of ADDvise, the receipt of all necessary permits, approvals, decisions and other actions from authorities or similar, including from the Inspectorate of Strategic Products, in each case on terms which, in Amplex’s opinion, are acceptable,

3. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on ADDvise’s financial position, prospects or operations, including ADDvise’s sales, results, liquidity, equity ratio, equity or assets,

4. neither the Offer nor the acquisition of ADDvise being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance,

5. ADDvise not taking any action that is likely to impair the prerequisites for making or completing the Offer,

6. no information made public by ADDvise being inaccurate, incomplete or misleading, and ADDvise having made public all information which should have been made public by ADDvise, and

7. no other party announcing an offer to acquire shares in ADDvise on terms that are more favorable to the shareholders and/or warrantholders of ADDvise than the Offer.

Amplex reserves the right to withdraw the Offer in the event it becomes clear that either of the above conditions is not satisfied or cannot be satisfied. The Offer may however only be withdrawn with reference to the conditions 2-7 above if the non-satisfaction of such condition is of material importance to Amplex acquisition of ADDvise or if it is approved by the Swedish Securities Council.

Amplex reserves the right to waive, in whole or in part, one or more of the conditions above and, with respect to condition 1 above, to complete the Offer at a lower acceptance level.

Preliminary timetable[9]

Amplex reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date. Amplex will announce any changes of the acceptance period or the settlement date by press release in accordance with applicable laws and regulations.

Financing

The Offer is not subject to any financing conditions. The cash consideration to be paid to ADDvise’s shareholders and warrant holders pursuant to the terms of the Offer will be financed with to Amplex available credit facilities.

Convertibles and warrants

ADDvise has no outstanding convertible instruments, warrants or other securities other than those covered by the Offer.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar. Amplex will in any event notify the transaction to the Inspectorate of Strategic Products. Approval from the Inspectorate of Strategic Products and from other relevant authorities are expected to have been obtained by the expiry of the acceptance period for the Offer.

ADDvise in brief

ADDvise is an international life science group with a decentralized ownership model that develops and acquires high-quality companies in the Lab and Healthcare business areas. The group comprises over 20 operational companies and has a turnover of nearly SEK 1.7 billion.

Information on Amplex

Amplex AB, company reg. no. 556438-3833, is a Swedish limited liability company with its registered office in Stockholm and address at PO Box 8064, SE-163 08 Spånga. Amplex AB is the parent company of the Amplex Group, which is wholly owned by Kenneth Lindqvist. See the section "The Amplex Group in brief" above for a description of the Amplex Group's operations.

Compulsory redemption and delisting

In the event that Amplex (whether in connection with the Offer or otherwise) becomes the owner of more than 90 per cent of the shares in ADDvise on a fully diluted basis, Amplex intends to commence a compulsory redemption procedure in respect of the remaining shares in ADDvise in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection thereto, Amplex intends to promote a delisting of the shares in ADDvise from Nasdaq First North.

Applicable law and disputes

The Offer, as well as any agreements entered into between Amplex and the shareholders and/or warrantholders of ADDvise as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Advisors

Amplex has engaged Nordea Bank Abp, filial i Sverige as financial advisor and Linklaters Advokatbyrå Aktiebolag as legal advisor in connection with the Offer.

This press release was submitted for publication on 10 December 2025 at 07:30 CET.

Information about the Offer

Further information about the Offer is available on: https://life-science-offer.com/

For media enquiries, please contact:

Sandra Uitto, Fogel & Partners

Tel: +46 (0)725 566 888, email: amplex@fogelpartners.se

Administrative questions

For administrative questions regarding the Offer, please contact your bank or nominee where you have shares or warrants registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.

This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Amplex. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares and/or warrants may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or by persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or to any Australian, Belarusian,, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person or any persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa.

Any purported tender of shares and/or warrants in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares and/or warrants made by a person located in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa will be invalid and will not be accepted. Each person who holds shares and/or warrants and participates in the Offer will certify to not being an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, not being located or participating in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa and not acting on a nondiscretionary basis for a principal that is an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Amplex will not deliver any consideration relating to the Offer to Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. This press release is not being, and must not be, sent to shareholders or warrantholders with registered addresses in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa. Banks, brokers, dealers and other nominees holding shares and/or warrants for persons in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore Switzerland or South Africa must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

Regardless of the previous, Amplex reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if Amplex, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, Amplex or its brokers may purchase, or conclude agreements to purchase, shares and/or warrants in ADDvise, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in ADDvise. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "should", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Amplex. Any such forward-looking statements speak only as of the date on which they were made and Amplex, has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Special notice to shareholders and warrantholders in the United States

The Offer described in this press release is made for the issued and outstanding shares and warrants of ADDvise, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of shares and/or warrants of ADDvise domiciled in the United States ("U.S. Holders") are advised that the shares and warrants of ADDvise are not listed on a U.S. securities exchange and that ADDvise is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer is made in the United States pursuant to Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, subject to the exemption provided by Rule 14d-1(c) under the Exchange Act for a Tier I tender offer (the "Tier I Exemption"), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including with respect to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers.

ADDvise’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders and warrantholders of ADDvise to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to ADDvise’s other shareholders and warrantholders.

It may be difficult for ADDvise’s shareholders and warrantholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since ADDvise and Amplex are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. ADDvise’s shareholders and warrantholders may not be able to sue ADDvise or Amplex or their respective officers and directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel ADDvise or Amplex and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Amplex and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Amplex or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares and/or warrants of ADDvise outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such instruments. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information to the extent that such information is made public in ADDvise’s home jurisdiction. In addition, the financial advisor to Amplex may also engage in ordinary course trading activities in securities of ADDvise, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder and warrantholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Amplex nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

U.S. Holders are encouraged to consult with their own advisors regarding the Offer.