ADDvise Group B

Earnings Release • Feb 20, 2025

Q4

Year-end report January 1–December 31, 2024

The fourth quarter of 2024 showed a turnaround in organic net revenue. In December alone, we are now back at positive organic growth of 4.8%. With new long-term financial targets, we are now taking the next step in the company's development, with a continued focus on profitable growth, stable returns and well-balanced debt.

October–December 2024

• » Net revenue for the period was SEK 441.6 million (397.0), an increase of 11.2%
• » On an organic basis, net revenue declined by 3.4%
• » Orders received for the period was SEK 504.3 million (389.9), an increase of 29.3%
• » On an organic basis, orders received decreased by 1.5%
• » EBITDA for the period was SEK 89.4 million (126.1)
• » Profit/loss for the period was SEK 5.5 million (29.9)
• » Basic earnings per share for the period amounted to SEK 0.03 (0.16)
• » Cash flow from Operations for the period was SEK 64.0 million (77.9)

January–December 2024

• » Net revenue for the year was SEK 1,670.7 million (1,373.0), an increase of 21.7%
• » On an organic basis, net revenue declined by 14.3%
• » Orders received for the year was SEK 1,866.1 million (1,409.5), an increase of 32.4%
• » On an organic basis, orders received decreased by 8.6%
• » EBITDA for the year was SEK 379.0 million (425.5)
• » Profit/loss for the year was SEK 90.0 million (103.5)
• » Basic earnings per share for the year amounted to SEK 0.46 (0.55)
• » Cash flow from Operations for the year was SEK 182.5 million (332.4)
• » Net debt to EBITDA for the year was 3.8 (2.3)
• » The Board of Directors proposes that no dividend be paid in respect of the year 2024
• » On February 7, 2025, the Board of Directors resolved on a rights issue of A and B shares, conditional upon an extraordinary general meeting approving amendments to the articles of association's limits for share capital and number of shares

SEK million	Oct−Dec 2024	Oct−Dec 2023	Jan−Dec 2024	Jan−Dec 2023	Change
Net revenue	441.6	397.0	1,670.7	1,373.0	21.7%
EBITDA	89.4	126.1	379.0	425.5	-10.9%
EBITDA margin, %	20.2%	31.8%	22.7%	31.0%	-8.3 pp
Adjusted EBITDA	94.2	115.1	333.1	419.0	-20.5%
Adjusted EBITDA margin, %	21.3%	29.0%	19.9%	30.5%	-10.6 pp
EBITA	75.8	102.6	323.0	337.3	-4.2%
EBITA margin, %	17.2%	25.8%	19.3%	24.6%	-5.3 pp
Profit/loss before tax (EBT)	26.7	43.9	144.7	164.3	-12.0%
Profit/loss for the period	5.5	29.9	90.0	103.5	-13.0%
Cash conversion, %	71.6%	61.8%	48.1%	78.1%	-30.0 pp
Basic earnings per share, SEK	0.03	0.16	0.46	0.55	-0.09
Return on equity, %	-	-	11.0%	16.4%	-5.4 pp
Return on capital employed, %	-	-	12.0%	19.8%	-7.8 pp

Investors, analysts and other stakeholders are invited to a webcast and conference call at 14:00 (CET) / 08:00 AM (EST) on February 20, 2025, where CEO Staffan Torstensson and interim CFO Johan Irwe will present the report and answer questions. Additional information is available at addvisegroup.com.

ADDvise Group AB (publ), company reg. no. 556363-2115, Grev Turegatan 30, SE-114 38 Stockholm, Sweden Telephone +46 (0)8 128 766 00, e-mail: info@addvisegroup.se, website www.addvisegroup.com

CEO's comment

Strong finish of a challenging year

2024 was a year marked by both challenges and opportunities. Net revenue increased by 22% to SEK 1,671 million, mainly driven by acquisitions, while net revenue decreased by 14% on an organic basis. Two product categories – pharmaceuticals and rental of equipment for clinical trials – had particularly tough comparative figures from the previous year. We are now seeing a return to normalised levels in these areas, and we are optimistic about future growth.

Our business units are well positioned in the current geopolitical climate and uncertainty about potential trade barriers. We continue to see that we will benefit from the demographic development in our markets in the long term.

In the fourth quarter, net revenue amounted to SEK 442 million (397), an increase of 11.2% compared to the same period in 2023. On an organic basis, net revenue decreased by 3.4% in the quarter, but we see a clear turnaround – in December we achieved positive organic growth of 4.8%. EBITDA for the quarter amounted to SEK 89 million (126) with a margin of 20% (32%), where the lower margin is mainly explained by the product mix. Operating cash flow amounted to SEK 49 million (52), with an increase in working capital of SEK 5 million, mainly driven by a rise in trade receivables at the end of the year.

New long-term targets for sustainable and profitable growth

The Board of Directors has adopted new long-term financial targets, designed to ensure profitable growth, financial stability and long-term shareholder value. These targets aim for ADDvise to:

• » Achieve an average annual EBITA growth of 15%
• » Have an annual return on capital employed of 15%
• » Have a net interest-bearing debt of no more than 3.0 times EBITDA
• » Distribute up to 25% of the previous year's profit in shareholder dividend

In order to create the best conditions to achieve these targets, the Board of Directors has decided to carry out a rights issue of SEK 457 million, with associated warrants that can raise an additional SEK 172 million, subject to approval by the Extraordinary General Meeting. The issue has already been secured to 74.8% through subscription commitments and guarantee commitments from

existing shareholders, the Board of Directors and management. The aim is to strengthen the company's financial position and reduce the current level of debt, which is above our long-term target. The proceeds from the issue will mainly be used to reduce total debt, reduce our financial costs and thereby lay the foundation for our continued acquisition journey.

ADDvise is well equipped for the future. With a clear strategy, new long-term financial targets and a capital structure that enables growth, we are ready to take the next step in our development. We continue to focus on what is at our core – saving, extending and improving people's lives.

In conclusion, I would like to extend a big thank you to all our employees for your commitment and hard work during the year. Your contribution has been key to the strong development we are seeing, and I look forward to continuing to build ADDvise forward together.

Staffan Torstensson CEO

The Group's development

Net revenue and orders

Net revenue for the quarter was SEK 441.6 million (397.0), an increase of 11.2% year-over-year. On an organic basis, net revenue decreased by 3.4%, a decrease by 2.9% net of currency effects.

Net revenue for the year was SEK 1,670.7 million (1,373.0), an increase of 21.7% year-over-year. On an organic basis, net revenue decreased by 14.3%, a decrease by 13.7% net of currency effects.

During 2024, the share of net revenue from the US decreased, while Rest of the world and South America increased.

During 2024, medical consumables and laboratory equipment were the largest contributors to the Group's net revenue, followed by medical equipment. Own products and distribution accounted for 54% and 46% of the Group's net revenue, respectively.

Net revenue split by product January−December 2024

Net revenue SEK million per quarter and EBITDA margin rolling 12-month period

Orders received for the quarter amounted to SEK 504.3 million (389.9), an increase of 29.3% year-over-year. On an organic basis, orders received decreased by 1.5%.

Orders received for the year amounted to SEK 1,866.1 million (1,409.5), an increase of 32.4% year-over-year. On an organic basis, orders received decreased by 8.6%.

Profit

EBITDA for the quarter was SEK 89.4 million (126.1). Adjusted EBITDA was SEK 94.2 million (115.1). EBITA was SEK 75.8 million (102.6). Operating profit/loss for the period was SEK 67.7 million (94.7). Profit/loss after tax was SEK 5.5 million (29.9). Basic earnings per share amounted to SEK 0.03 (0.16) for the quarter.

EBITDA for the year was SEK 379.0 million (425.5). Adjusted EBITDA was SEK 333.1 million (419.0). EBITA was SEK 323.0 million (337.3). Operating profit/loss was SEK 292.9 million (316.8). Profit/loss after tax was SEK 90.0 million (103.5). Basic earnings per share amounted to SEK 0.46 (0.55) for the year.

Revaluations of contingent purchase considerations had a positive effect on profit during the year totaling SEK 65.1 million, of which SEK 73.4 million is reported on the line Other operating income and SEK 8.3 million is reported on the line Other operating expenses. For information about acquisition costs and other adjustment items, please refer to Definition of key performance indicators.

Return on equity and capital employed

Return on equity was 11.0% (16.4%) for the year. Return on capital employed was 12.0% (19.8%) for the year.

Orders received SEK million per quarter and rolling 12-month period

Healthcare business unit

The Healthcare business unit manufactures and distributes medical equipment, as well as pharmaceuticals and consumables for healthcare units.

Net revenue, orders and profit

Net revenue for the quarter was SEK 274.8 million (295.2), a decrease of 6.9% year-over-year. On an organic basis, net revenue decreased by 1.1%, mostly driven by a decrease in generic pharmaceuticals sales.

Net revenue for the year was SEK 1,024.9 million (940.9), an increase of 8.9% year-over-year. On an organic basis, net revenue decreased by 13.8%.

Orders received for the quarter amounted to SEK 272.0 million (281.8), a decrease of 3.5% year-over-year. On an organic basis, orders received decreased by 10.6%.

Orders received for the year amounted to SEK 1,142.9 million (1,034.9), an increase of 10.4% year-over-year. On an organic basis, orders received decreased by 17.8%.

Gross margin for the quarter was 51.7% (60.8%). Business unit EBITDA for the quarter was SEK 38.5 million (82.7), corresponding to a margin of 14.0% (28.0%). During the period, profitability was negatively affected by a decrease in sales of generic pharmaceuticals and capital goods in the US market.

Gross margin for the year was 55.3% (65.5%). Business unit EBITDA for the year was SEK 181.0 million (276.3), corresponding to a margin of 17.7% (29.4%).

SEK million	Oct-Dec 2024	Oct-Dec 2023	Jan-Dec 2024	Jan-Dec 2023
Net revenue	274.8	295.2	1,024.9	940.9
Orders received	272.0	281.8	1,142.9	1,034.9
Gross margin %	51.7%	60.8%	55.3%	65.5%
EBITDA	38.5	82.7	181.0	276.3
EBITDA margin %	14.0%	28.0%	17.7%	29.4%

Healthcare business unit net revenue SEK million per quarter and rolling 12-month period

Healthcare business unit gross margin per quarter and rolling 12-month period

Healthcare business unit EBITDA SEK million and EBITDA margin rolling 12-month period

Healthcare business unit net revenue split by geography Jan−Dec 2024 3% 1%

Lab business unit

The Lab business unit provides laboratory furnishings, safety ventilation, climate rooms, clean rooms, and laboratory apparatus to the pharmaceutical and life science research industries.

Net revenue, orders and profit

Net revenue for the quarter was SEK 166.7 million (101.8), an increase of 63.8% year-over-year. On an organic basis, net revenue decreased by 9.5%, mostly driven by a decrease in sales within clinical trials in Europe. Sales within clinical trials is growing in North America, but this is reflected in organic growth only for about one month during the fourth quarter of 2024.

Net revenue for the year was SEK 645.8 million (432.2), an increase of 49.4% year-over-year. On an organic basis, net revenue decreased by 15.4%.

Orders received for the quarter amounted to SEK 232.3 million (108.2), an increase of 114.8% year-over-year. On an

organic basis, orders received increased by 24.2%, driven primarily by strong demand for the Group's climate and clean room solutions, particularly in the Middle East.

Orders received for the year amounted to SEK 723.2 million (374.6) an increase of 93.0% year-over-year. On an organic basis, orders received increased by 17.7%.

Gross margin for the quarter was 58.9% (71.8%). Business unit EBITDA for the quarter was SEK 49.4 million (42.3), corresponding to a margin of 29.7% (41.6%). During the quarter and the year, profitability has decreased after a comparison period in which certain customer contracts related to clinical trials showed a high sales rate and exceptional profitability.

Gross margin for the year was 51.3% (64.2%). Business unit EBITDA for the year was SEK 172.5 million (178.3), corresponding to a margin of 26.7% (41.3%).

SEK million	Oct-Dec 2024	Oct-Dec 2023	Jan-Dec 2024	Jan-Dec 2023
Net revenue	166.7	101.8	645.8	432.2
Orders received	232.3	108.2	723.2	374.6
Gross margin %	58.9%	71.8%	51.3%	64.2%
EBITDA	49.4	42.3	172.5	178.3
EBITDA margin %	29.7%	41.6%	26.7%	41.3%

Lab business unit gross margin per quarter and rolling 12-month period

Lab business unit EBITDA SEK million and EBITDA margin rolling 12-month period

Lab business unit net revenue split by geography Jan−Dec 2024

Financial position

Equity and equity ratio

Equity at the end of the year totaled SEK 835.0 million (613.2), equating to SEK 4.20 (3.26) per share outstanding. The equity ratio was 24.2% (18.7%). At the end of the year, the company's equity was entirely attributable to the shareholders of the parent company.

Cash and cash equivalents

Cash and bank at the end of the year totaled SEK 232.5 million (386.5). Short-term investments of excess liquidity at the end of the year totaled SEK 123.2 million (-). At the end of the year, the Group had an overdraft facility of SEK 132.0 million (132.0). At the end of the year, the overdraft facility was not utilised.

Net debt

Net debt at the end of the year totaled SEK 1,434.6 million (1,227.0). EBITDA was SEK 379.0 million. This gives a ratio of net interest-bearing debt to EBITDA of 3.8 (2.3). For 2024, there are no pro forma numbers as all Group companies have been part of the Group for all of 2024.

On April 4, 2024, a senior secured USD bond loan with ISIN NO0013180786 in an amount of USD 60 million was issued under a framework of USD 200 million with a tenor of 3 years. On the same day, ADDvise repurchased its SEK bonds with ISIN SE0020180271 in an aggregate nominal amount of SEK 403.75 million. In the condensed consolidated statement of financial position and condensed parent company balance sheet, the repurchased bonds are netted towards the bond loan liability, and the net amount represents ADDvise's expected cash flow when the financial instruments will be settled, as the asset and the liability will be settled on the same day.

At the end of the year, loans and other interest-bearing liabilities due for repayment within one year totaled SEK 54.7 million (90.0), mainly comprised of interest-bearing liabilities for completed acquisitions of SEK 29.7 million (65.5) and lease liabilities of SEK 24.8 million (24.5).

At the end of the year, loans and other interest-bearing liabilities due for repayment after one year or more totaled SEK 1,735.7 million (1,523.4). Loans and other interest-bearing liabilities due for repayment after one year or more include the following:

• » The Group's bond loan 2023/2026 of SEK 1,031.7 million (1,425.2), which is due for repayment in May 2026
• » The Group's bond loan 2024/2027 of SEK 636.7 million (-), which is due for repayment in April 2027
• » Lease liabilities of SEK 62.3 million (66.6)
• » Interest-bearing promissory notes and interest-bearing holdback amounts for completed acquisitions of SEK 4.9 million (31.6)

Loans with covenants

The Group's bond loan 2023/2026 (ISIN SE0020180271) issued on May 26, 2023 and bond loan 2024/2027 (ISIN NO0013180786) issued on April 4, 2024, as well as an overdraft facility within the Group's cash pool, have covenants.

At the end of the year, the outstanding amount for bond loan 2023/2026 was SEK 1,450.0 million, of which SEK 403.75 million were held by the Group, giving a net of SEK 1,046.3 million. At the end of the year, the outstanding amount for bond loan 2024/2027 was SEK 659.9 million, corresponding to USD 60.0 million. The bond loans are classified as non-current. For information on covenants and terms and conditions, please refer to Note 8 Liabilities with covenants. The terms and conditions of the bonds are published in their entirety on www.addvisegroup.com. At the end of the year, the Group was in compliance with all covenants.

Liabilities for completed acquisitions

Liabilities for completed acquisitions amounted to SEK 404.0 million (708.8) at the end of the year. The liabilities consist of interest-bearing promissory notes, interestbearing holdback amounts, non-interest-bearing holdback amounts and contingent purchase considerations. At the end of the year, liabilities for contingent purchase considerations valued at fair value amounted to SEK 348.3 million (443.3), please refer to Note 6 Calculation of fair value.

Of the total acquisition-related liabilities of SEK 404.0 million, SEK 316.3 million (395.9) were current and SEK 87.7 million (312.8) were non-current. The acquisitionrelated liabilities are reported in the Group's condensed consolidated statement of financial position in Current liabilities on the lines Interest-bearing liabilities with SEK 29.7 million and Other current liabilities with SEK 286.6 million, and in Non-current liabilities on the lines Interestbearing liabilities with SEK 4.9 million and Other noncurrent liabilities with SEK 82.8 million.

Cash flow

Operating cash flow for the quarter was SEK 49.2 million (51.6). Change in working capital was SEK -5.0 million (4.5). Operating cash flow for the year was SEK 61.7 million (175.0). Change in working capital was SEK -47.3 million (5.5).

Cash flow from Operations for the quarter amounted to SEK 64.0 million (77.9). Cash flow from Operations includes investments in fixed assets and amortization of lease liabilities. Cash conversion for the quarter was 71.6% (61.8%). Cash flow from Operations for the year amounted to SEK 182.5 million (332.4). Cash conversion for the year was 48.1% (78.1%).

Cash flow for the quarter totaled SEK -44.9 million (-181.1), and for the year SEK -151.8 million (273.5).

Cash flow commentary

During the quarter, cash conversion was negatively affected by investments in fixed assets, mainly for increased production capacity. Revaluations of contingent purchase considerations had a positive effect on profit during the year, but these are non-cash items and have a negative effect on cash conversion.

Cash flow during the year was affected by acquisitionrelated payments totaling SEK 313.1 million. These were both payments of purchase considerations for acquisitions to the former owners of ADDvise's subsidiaries, and cash payments made from the acquired companies in line with agreements made at the time of the share transfer. These items are presented in the condensed consolidated statement of cash flows on the lines Acquisition of subsidiaries under investing activities, and Loans, interest-bearing liabilities and non-interestbearing liabilities raised net with amortizations under financing activities. Please also refer to Note 4 Business combinations. Cash flow was also affected by tax payments during the quarter and the year.

Financing and investing cash flow during the year was affected by a new USD bond loan and repurchasing of SEK bonds, please refer to Net debt above. The buy-back price was equal to 104.25% of the nominal amount plus accrued and unpaid interest. Cash flow during the year was also affected by a directed share issue in March 2024 raising SEK 100.1 million before issue costs.

Acquisitions 2024

In January 2024, a cash purchase consideration was paid regarding the acquisition of all shares in Diabetic Supplies Inc (Diabetic Supplies). The company is consolidated from August 7, 2023. Diabetic Supplies was included in the Group's financial statements for January− December 2023. Please also refer to Note 4 Business combinations.

Parent company

Net revenue at the parent company for the quarter totaled SEK 4.6 million (2.4). Operating profit/loss was SEK -5.8 million (-8.9). The net profit/loss was SEK 54.7 million (29.9). Net revenue at the parent company for the year totaled SEK 25.1 million (18.5). Operating profit/loss was SEK 20.3 million (-35.8). The net profit/loss was SEK 15.8 million (-97.7). Total assets amounted to SEK 2,393.6 million (2,070.5), of which equity constituted SEK 428.3 million (316.8).

Significant events during the reporting period

Plans to change listing venue to Nasdaq Stockholm

The Board of Directors and management are working on changing listing venue for the company's A and B shares from Nasdaq First North to Nasdaq Stockholm main market. The Board of Directors believes that a change of listing venue would be beneficial for the company's continued development, provide a broader capital allocation toolkit, and increase the company's attractiveness to institutional investors. The work on the listing venue change is ongoing, but from February 2025 at an adjusted pace taking into account the company's other priorities.

Staffan Torstensson new CEO and other organizational changes

On July 17, 2024, the Board of Directors appointed Staffan Torstensson as new CEO of ADDvise. Staffan Torstensson has been a board member and chairman of the board of ADDvise for 10 years. Staffan has more than 20 years of experience from investment banking, M&A and board work in listed companies. On July 17, 2024, ADDvise's Board of Directors decided to terminate Oliver Humlen's position with immediate effect. Johan Irwe, ADDvise's VP Finance, will be interim CFO until a new CFO has been recruited.

On August 27, 2024, the Board of Directors appointed Fredrik Celsing as new chairman of the board. The board member Fredrik Celsing assumed his role as chairman of the board on September 1, 2024, the same day as Staffan Torstensson assumed his role as CEO. Staffan Torstensson will remain as board member until the next annual general meeting.

On October 28, 2024, ADDvise restructured the business areas Lab and Healthcare into separate operational units, each led by a dedicated director. Following the restructuring, ADDvise's executive team included Staffan Torstensson as CEO, Fredrik Mella as Head of Healthcare, Johan Seltborg as Head of Lab, Johan Irwe as interim CFO, and Hanna Myhrman as General Counsel and Head of M&A.

ADDvise explores potential divestment of its subsidiary Germa

ADDvise's subsidiary Germa has shifted its focus primarily towards defense equipment, which falls outside of ADDvise's core business within life science. Since November 2024, ADDvise is therefore evaluating options to find a new owner who can further develop Germa and maximize its full potential within the defense segment.

Significant events after the reporting period

ADDvise's Board of Directors has resolved on a rights issue

On February 7, 2025, the Board of Directors of ADDvise resolved on a rights issue of A and B shares. The rights issue is conditional upon an extraordinary general meeting approving amendments to the articles of association's limits for share capital and number of shares. The extraordinary general meeting will be held on March 12, 2025. The proceeds from the rights issue are intended to be used to strengthen the company's balance sheet and reduce its financial costs.

The complete terms and conditions of the rights issue will be presented in a prospectus that is expected to be published on the company's website on or about March 20, 2025.

Rights issue and warrants

Shareholders who are registered in the share register as a shareholder in ADDvise on the record date 20 March 2025 will receive one (1) subscription right per each A and B share held. Two (2) subscription rights entitle the holder to subscribe for four (4) new shares of the same class. For every four newly subscribed A shares, one (1) warrant of series TO1A will be received, and for every four newly subscribed B shares, one (1) warrant of series TO1B will be received. The warrants are issued free of charge.

The subscription price has been set to SEK 1.15 per share, regardless of share class. Upon full subscription in the rights issue, the company will receive SEK 457 million before deduction of transaction costs. The subscription period, runs from and including March 24, 2025 up to and including April 7, 2025.

For every four (4) newly subscribed A shares, one (1) warrant of series TO1A will be received, and for every four (4) new subscribed B shares, one (1) warrant of series TO1B will be received. Each warrant of series TO1A and TO1B respectively entitles the warrant holder to subscribe for one (1) A share and one (1) B share respectively in the company at a subscription price corresponding to 70 percent of the volume-weighted average price of the company's A share and B share respectively during the period from and including February 23, 2026 up to and including March 6, 2026, however, not less than SEK 1.15 and not more than SEK 1.73 per A share and B share, respectively. The warrants can be exercised for subscription of A shares and B shares during the period from and including March 10, 2026 up to and including March 24, 2026.

In the event that all warrants are exercised for subscription of shares, the company will, based on the maximum subscription price of SEK 1.73, receive up to an additional SEK 172 million before deduction of transaction costs.

Share capital and number of shares

Provided that the extraordinary general meeting approves the rights issue and that it is fully subscribed, the number of shares in ADDvise will increase by 397,668,392, of which 15,238,876 A shares and 382,429,516 B shares and the share capital will increase by a maximum of SEK 39,766,839.20.

Upon full exercise of the warrants, the number of shares in ADDvise will increase by an additional 99,417,098, of which 3,809,719 A shares and 95,607,379 B shares and the share capital will increase by a maximum of SEK 9,941,709.80.

Subscription commitments and guarantee commitments

The company has received subscription commitments from existing shareholders and members of the Board of Directors and management, which in total amount to SEK 122.1 million, corresponding to 26.7 percent of the rights issue. The company has also received top guarantee commitments from existing shareholders amounting to SEK 220 million, corresponding to 48.1 percent of the rights issue. Thus, the rights issue is covered to SEK 342.1 million, corresponding to 74.8 percent, through subscription commitments and guarantee commitments. No compensation will be paid for subscription commitments made. For the guarantee commitments, a guarantee fee of five (5) percent of the guaranteed amount will be paid in the form of newly issued B shares in the company. The subscription commitments and guarantee commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements.

One of the company's largest shareholders, Kenneth Lindqvist and his closely related parties, has made a top guarantee commitment, which means that they may exceed 30 percent of the votes in the company upon fulfilment of the guarantee. Thus, this means that his possible fulfilment of the part of the guarantee that entails that the investment must be approved by the Inspectorate for Strategic Products, in accordance with the Act (2023:560) on the Examination of Foreign Direct Investments (Sw. Lag om granskning av utländska direktinvesteringar), is conditional on the Inspectorate for Strategic Products making a decision to the effect that an award may be made.

Exemption from mandatory bids

The Swedish Securities Council has granted the company's shareholder Kenneth Lindqvist and his closely related parties an exemption from the mandatory bid, in accordance with the applicable Takeover rules for certain trading platforms, that would arise in connection with his (i) subscription of his pro-rata share in the rights issue, (ii) fulfilment of his guarantee commitment in the rights issue, (iii) receipt of guarantee compensation in the form of B shares in the company and (iv) exercise of his warrants. The exemption is conditional upon that (i) the company's shareholders are informed prior to the extraordinary general meeting on March 12, 2025 of the maximum amount of capital and voting rights that Kenneth Lindqvist and his closely related parties can receive through the rights issue, the guarantee fee and the exercise of their warrants, and (ii) that the resolution of the general meeting is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting (whereby shares held by Kenneth Lindqvist and closely related parties shall be disregarded).

Dilution effect

For shareholders who do not participate in the rights issue, a dilution effect of 66.7 percent of the number of shares and votes will occur upon full subscription in the rights issue. If the warrants are exercised in full, there will be an additional dilution effect corresponding to 14.3 percent of the number of shares and votes. The total dilution effect upon full subscription in the rights issue and full exercise of all warrants amounts to a maximum of 71.4 percent of the number of shares and votes. However, shareholders have the opportunity to fully or partially compensate themselves financially for the dilution effect by selling their subscription rights.

Financial targets

ADDvise's financial targets represent an ambition to be achieved over a period of several years through a combination of organic growth and acquisitions.

ADDvise's Board of Directors decided to update the company's long-term financial targets in February 2025 in order to ensure long-term sustainable growth and profitability, thereby partially replacing the previous long-term financial targets from May 24, 2023.

Long-term financial targets resolved in February 2025

The focus is on balancing a high return on capital employed (ROCE) with strong EBITA growth while maintaining a healthy level of debt. A sustainable capital structure enables continued growth, achieved both organically and through acquisitions. The maintained dividend target is intended to create stable and longterm shareholder value.

• » Growth: ADDvise shall have an average annual EBITA growth of 15%. Growth will be achieved organically as well as through acquisitions.
• » Return: ADDvise shall annually reach a return on capital employed (ROCE) of 15%.
• » Capital structure: ADDvise's ratio of net interestbearing debt to EBITDA shall not exceed 3.0.
• » Dividend: ADDvise shall distribute up to 25% of previous year's EBT in dividend to shareholders.

Condensed consolidated statement of comprehensive income

SEK million	Note	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Net revenue	3, 5	441.6	397.0	1,670.7	1,373.0
Capitalized work on own account		4.1	2.1	9.6	5.8
Other operating income	6	7.4	30.0	75.8	36.0
		453.0	429.2	1,756.1	1,414.9
Cost of materials		-201.4	-144.5	-773.6	-479.5
Other external expenses	4	-69.9	-67.7	-256.4	-219.5
Personnel costs		-89.0	-79.8	-333.3	-270.5
Depreciation and amortization		-21.7	-31.4	-86.1	-108.7
Other operating expenses	6	-3.3	-11.2	-13.9	-20.0
		-385.3	-334.5	-1,463.3	-1,098.1
Operating profit/loss (EBIT)		67.7	94.7	292.9	316.8
Net financial items	4 ,6	-41.0	-50.8	-148.2	-152.5
Profit/loss before tax (EBT)		26.7	43.9	144.7	164.3
Tax		-21.2	-14.0	-54.6	-60.8
Profit/loss for the period		5.5	29.9	90.0	103.5
Profit/loss attributable to:
Shareholders of the parent company		5.5	29.9	90.0	103.5
Non-controlling interests		-	-	-	-
		5.5	29.9	90.0	103.5
Other comprehensive income
Foreign exchange differences on the translation of foreign operations for the period		47.5	-117.9	35.9	-78.5
Change in value of financial assets measured at fair value through other comprehensive income for the period		0.2	-	0.1	-
Comprehensive income for the period		53.2	-88.0	126.1	25.0
Comprehensive income attributable to:
Shareholders of the parent company		53.2	-88.0	126.1	25.0
Non-controlling interests		-	-	-	-
		53.2	-88.0	126.1	25.0
Basic earnings per share, SEK		0.03	0.16	0.46	0.55
Diluted earnings per share, SEK		0.03	0.16	0.46	0.55

Condensed consolidated statement of financial position

SEK million	Note	Dec 31, 2024	Dec 31, 2023
ASSETS
Non-current assets
Goodwill		1,579.8	1,487.3
Trademarks		500.4	471.7
Other intangible non-current assets		241.5	274.5
Property, plant and equipment		207.2	195.9
Non-current financial assets		4.0	16.3
Contract assets		20.5	14.4
Deferred tax assets		0.0	0.0
Total non-current assets		2,553.3	2,460.2
Current assets
Inventories		131.4	121.2
Contract assets		78.5	50.3
Trade receivables		284.2	221.6
Other current receivables		43.5	47.7
Short-term investments	6	123.2	-
Cash and bank		232.5	386.5
Total current assets		893.4	827.3
TOTAL ASSETS		3,446.7	3,287.4
EQUITY AND LIABILITIES
Equity	9	835.0	613.2
Equity attributable to:
Shareholders of the parent company		835.0	613.2
Non-controlling interests		-	-
		835.0	613.2
Non-current liabilities
Interest-bearing liabilities	8	1,735.7	1,523.4
Deferred tax liabilities		169.8	168.0
Other non-current liabilities	6	95.3	289.0
Total non-current liabilities		2,000.8	1,980.4
Current liabilities
Interest-bearing liabilities		54.7	90.0
Current tax liabilities		20.5	30.7
Contract liabilities		37.6	12.9
Trade payables		119.6	100.6
Other current liabilities	6	378.6	459.6
Total current liabilities		610.9	693.8
TOTAL EQUITY AND LIABILITIES		3,446.7	3,287.4

Condensed consolidated statement of changes in equity

SEK million	Note	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Opening equity		782.0	701.1	613.2	492.9
Profit/loss for the period		5.5	29.9	90.0	103.5
Other comprehensive income for the period		47.7	-117.9	36.0	-78.5
Comprehensive income for the period		53.2	-88.0	126.1	25.0
New share issue	9	-0.3	-	95.7	95.3
Dividends		-	-	-	-
Change in non-controlling interests		-	-	-	-
Closing equity		835.0	613.2	835.0	613.2
Attributable to:
Shareholders of the parent company		835.0	613.2	835.0	613.2
Non-controlling interests		-	-	-	-
Total equity		835.0	613.2	835.0	613.2

Condensed consolidated statement of cash flows

SEK million	Note	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Operating activities
Profit/loss before tax		26.7	43.9	144.7	164.3
Adjustments for non-cash items		37.4	9.9	28.8	81.1
Income tax paid		-9.9	-6.8	-64.5	-76.0
Cash flow before changes in working capital		54.2	47.0	109.0	169.5
Changes in working capital		-5.0	4.5	-47.3	5.5
Operating cash flow		49.2	51.6	61.7	175.0
Investing activities
Acquisition of subsidiaries	4	-2.1	-633.0	-189.7	-665.0
Net acquisition and sale of intangible non-current assets and property, plant, and equipment		-10.8	-6.3	-48.3	-17.8
Changes in non-current financial assets		-4.2	-6.1	-532.0	-2.1
Investing cash flow		-17.1	-645.4	-770.1	-684.9
Financing activities
Net new share issue	9	-0.3	-	95.7	95.3
Loans, interest-bearing liabilities and non-interest bearing liabilities raised net with amortizations	4	-69.2	443.8	490.5	748.2
Payments made in relation to amortization of loans attributable to leases		-7.5	-30.1	-29.7	-59.0
Deposits		-	-1.0	-	-1.0
Dividend to shareholders		-	-	-	-
Financing cash flow		-77.0	412.7	556.6	783.5
Cash flow for the period		-44.9	-181.1	-151.8	273.5
Cash and bank at start of period		278.1	569.4	386.5	111.1
Foreign exchange differences in cash and bank		-0.7	-1.8	-2.1	1.8
Cash and bank at end of period		232.5	386.5	232.5	386.5

Consolidated income statement for five quarters

SEK million	Oct–Dec 2024	Jul–Sep 2024	Apr–Jun 2024	Jan–Mar 2024	Oct–Dec 2023
Net revenue	441.6	403.6	412.3	413.4	397.0
Capitalized work on own account	4.1	2.3	1.5	1.7	2.1
Other operating income	7.4	18.5	30.8	19.3	30.0
	453.0	424.4	444.5	434.3	429.2
Cost of materials	-201.4	-193.9	-190.7	-187.6	-144.5
Other external expenses	-69.9	-61.1	-63.7	-61.6	-67.7
Personnel costs	-89.0	-81.3	-81.1	-81.9	-79.8
Other operating expenses	-3.3	0.2	-6.6	-4.2	-11.2
	-363.6	-336.1	-342.2	-335.3	-303.1
EBITDA	89.4	88.3	102.3	99.1	126.1
EBITDA margin, %	20.2%	21.9%	24.8%	24.0%	31.8%
Depreciation and amortization	-21.7	-21.9	-22.8	-19.8	-31.4
Operating profit/loss (EBIT)	67.7	66.4	79.5	79.3	94.7
Operating margin, %	15.3%	16.5%	19.3%	19.2%	23.8%
Net financial items	-41.0	-42.4	-39.8	-24.9	-50.8
Profit/loss before tax (EBT)	26.7	24.0	39.6	54.4	43.9
Tax	-21.2	-12.2	-9.8	-11.4	-14.0
Profit/loss for the period	5.5	11.8	29.8	42.9	29.9
Profit/loss attributable to:
Shareholders of the parent company	5.5	11.8	29.8	42.9	29.9
Non-controlling interests	-	-	-	-	-
	5.5	11.8	29.8	42.9	29.9

Key performance indicators

SEK million	Oct–Dec 2024	Oct–Dec 20231	Jan–Dec 2024	Jan–Dec 20231
Net revenue	441.6	397.0	1,670.7	1,373.0
Gross margin, %	54.4%	63.6%	53.7%	65.1%
EBITDA	89.4	126.1	379.0	425.5
EBITDA margin, %	20.2%	31.8%	22.7%	31.0%
Adjusted EBITDA	94.2	115.1	333.1	419.0
Adjusted EBITDA margin, %	21.3%	29.0%	19.9%	30.5%
EBITA	75.8	102.6	323.0	337.3
EBITA margin, %	17.2%	25.8%	19.3%	24.6%
Operating profit/loss (EBIT)	67.7	94.7	292.9	316.8
Operating margin, %	15.3%	23.8%	17.5%	23.1%
Profit/loss before tax (EBT)	26.7	43.9	144.7	164.3
Profit/loss for the period	5.5	29.9	90.0	103.5
Profit margin, %	1.2%	7.5%	5.4%	7.5%
Adjusted profit/loss for the period	10.3	23.7	47.1	139.8
Equity ratio, %	24.2%	18.7%	24.2%	18.7%
Cash flow from Operations	64.0	77.9	182.5	332.4
Cash conversion, %	71.6%	61.8%	48.1%	78.1%
Net debt	-1,434.6	-1,227.0	-1,434.6	-1,227.0
Net debt to EBITDA2	-	-	3.8	2.3
Number of employees at end of period	641	624	641	624
Equity per share in SEK	4.20	3.26	4.20	3.26
Return on equity, %	-	-	11.0%	16.4%
Return on capital employed, %	-	-	12.0%	19.8%
Basic earnings per share in SEK	0.03	0.16	0.46	0.55
Diluted earnings per share in SEK	0.03	0.16	0.46	0.55
Number of shares at end of period	198,834,197	188,184,197	198,834,197	188,184,197
Average number of shares before dilution	198,834,197	188,184,197	196,710,017	185,802,743
Average number of shares after dilution	198,834,197	188,184,197	196,710,017	185,802,743

Please refer to Definition of key performance indicators on page 19.

Note 1: Companies acquired in 2023 are consolidated in the ADDvise Group from: Diabetic Supplies Inc August 7, 2023. Kolplast CI S A September 30, 2023. Axelerist Inc November 22, 2023. Labplan Ltd 22 December 22, 2023.

Note 2: The key performance indicator is calculated pro forma. For 2024, there are no pro forma numbers as all Group companies have been part of the Group for all of 2024.

Condensed parent company income statement

SEK million	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Net revenue	4.6	2.4	25.1	18.5
Other operating income	0.0	5.9	49.2	5.9
	4.6	8.2	74.3	24.4
Other external expenses	-4.0	-8.3	-19.6	-22.5
Personnel costs	-5.5	-8.8	-33.1	-30.6
Depreciation and amortization	-0.1	-0.0	-0.3	-0.2
Other operating expenses	-0.8	0.0	-1.0	-7.0
	-10.4	-17.1	-54.0	-60.2
Operating profit/loss (EBIT)	-5.8	-8.9	20.3	-35.8
Net financial items	33.9	4.0	-27.9	-96.7
Profit/loss after financial items (EBT)	28.1	-4.9	-7.5	-132.5
Appropriations	28.3	33.0	28.3	33.0
Tax	-1.7	1.8	-5.0	1.8
Profit/loss for the period	54.7	29.9	15.8	-97.7
Parent company statement of comprehensive income
Profit/loss for the period	54.7	29.9	15.8	-97.7
Other comprehensive income for the period	-	-	-	-
Comprehensive income for the period	54.7	29.9	15.8	-97.7

Condensed parent company balance sheet

SEK million	Dec 31, 2024	Dec 31, 2023
ASSETS
Non-current assets
Intangible non-current assets	0.2	0.2
Property, plant and equipment	0.6	0.3
Non-current financial assets	978.3	991.2
Receivables from group companies	604.9	-
Deferred tax assets	2.0	7.0
Total non-current assets	1,585.9	998.7
Current assets
Receivables from group companies	566.1	796.3
Other current receivables	6.1	3.0
Short-term investments	123.2	-
Cash and bank balances	112.3	272.5
Total current assets	807.7	1,071.8
TOTAL ASSETS	2,393.6	2,070.5
EQUITY AND LIABILITIES
Equity	428.3	316.8
Non-current liabilities
Interest-bearing liabilities	1,668.4	1,425.2
Other non-current liabilities	-	29.7
Total non-current liabilities	1,668.4	1,454.9
Current liabilities
Interest-bearing liabilities	-	65.5
Current tax liabilities	-	-
Trade payables	5.0	6.5
Liabilities to group companies	202.1	89.6
Other current liabilities	89.8	137.3
Total current liabilities	296.9	298.8

Notes

Note 1 Accounting policies

The report was prepared in accordance with IAS 34 Interim financial reporting and the relevant sections of the Swedish Annual Accounts Act. The accounting policies and bases of calculation applied are the same as in the most recent annual report.

Amendments to IAS 1 apply to annual periods beginning on or after January 1, 2024 regarding the classification of loans with covenants. The Group's bond loans and overdraft facility are subject to covenants. The amendments to IAS 1 have not had any impact on the Group's financial statements. In line with the requirements of IAS 1, information on covenants is presented as of the interim report for January−March 2024.

The parent company's report was prepared in accordance with Chapter 9 of the Swedish Annual Accounts Act. The accounting policies and bases of calculation applied are the same as in the most recent annual report.

Note 2 Related party transactions

There have not been any transactions with related parties during the period.

Note 3 Segment reporting

ADDvise's segment information is presented from the company management's perspective, with operating segments identified based on internal reporting to the company's ultimate operating decision maker. The CEO is ADDvise's ultimate operating decision maker.

ADDvise's operating segments comprise two business units: Lab and Healthcare. This classification reflects the company's internal organization and reporting system. Internal pricing is on market terms. Intra-Group profits are eliminated.

Unallocated Group expenses include, for example, costs for parent company functions. These costs are offset against the service fees received by the parent company.

SEK million	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Lab business unit	166.7	101.8	645.8	432.2
Healthcare business unit	274.8	295.2	1,024.9	940.9
Total external net revenue	441.6	397.0	1,670.7	1,373.0
Lab business unit	0.0	0.0	0.1	0.1
Healthcare business unit	0.0	-	0.3	-
Total internal net revenue	0.0	0.0	0.4	0.1
Lab business unit	49.4	42.3	172.5	178.3
Healthcare business unit	38.5	82.7	181.0	276.3
Total operating profit/loss before depreciation and amortization (EBITDA) for the operating segments	88.0	125.0	353.6	454.6
Acquisition costs in Other external expenses	-1.7	-5.0	-8.9	-6.3
Unallocated Group income	6.1	24.8	73.4	28.8
Unallocated Group expenses	-2.9	-18.7	-39.1	-51.6
Consolidated operating profit/loss before depreciation and amortization (EBITDA)	89.4	126.1	379.0	425.5
Depreciation and amortization	-21.7	-31.4	-86.1	-108.7
Net financial items	-41.0	-50.8	-148.2	-152.5
Consolidated profit/loss before tax (EBT)	26.7	43.9	144.7	164.3

Note 4 Business combinations

In January, 2024, ADDvise paid a cash purchase consideration of SEK 96.2 million regarding the acquisition of all shares in Diabetic Supplies Inc (Diabetic Supplies). Diabetic Supplies was consolidated from August 7, 2023, the date on which ADDvise entered into a share purchase agreement with the owners of Diabetic Supplies and obtained control of the company. Diabetic Supplies was included in the Group's financial statements for January−December 2023. Diabetic Supplies is an American supplier of MedTech equipment to diabetes patients.

Updated purchase price allocations 2024

The fair value of acquired assets for acquisitions in 2023 has been updated. The reasons behind the updates:

• » analysis of facts that existed by the time of the acquisitions
• » payments of adjustments to cash purchase considerations
• » completion of financial statements for the acquired companies relating to the opening balances

At the time of preparation of preliminary purchase price allocations in the year-end report for January–December 2023, the accounts for 2023 for the acquired companies were preliminary.

SEK million	Total fair value in year-end report Jan-Dec 2023	Updated total fair value	Change
Intangible non-current assets	318.4	300.1	-18.4
Property, plant and equipment	110.0	119.6	9.6
Non-current financial assets	13.5	0.3	-13.1
Inventories	35.3	35.3	0.0
Other current assets	167.5	176.9	9.5
Deferred tax assets/liabilities	-74.9	-71.1	3.9
Other liabilities	-135.2	-150.7	-15.6
Acquired identifiable net assets	434.6	410.5	-24.1
Goodwill	704.8	760.9	56.1
Acquired net assets	1,139.3	1,171.3	32.0

As the acquisition of Kolplast CI S A was material, it is presented separately. Payment in 2024 of an adjustment to the cash purchase consideration led to a change in the purchase price allocation, with an affect only on goodwill.

SEK million	Fair value in Kolplast year-end report Jan-Dec 2023	Updated fair value Kolplast	Change
Intangible non-current assets	94.4	94.4	0.0
Property, plant and equipment	51.9	51.9	0.0
Non-current financial assets	0.0	0.0	0.0
Inventories	30.6	30.6	0.0
Other current assets	73.3	73.3	0.0
Deferred tax assets/liabilities	-32.0	-32.0	0.0
Other liabilities	-68.1	-68.1	0.0
Acquired identifiable net assets	150.0	150.0	0.0
Goodwill	317.8	324.2	6.4
Acquired net assets	467.8	474.2	6.4

Transaction costs

During 2024, transaction costs of SEK 11,8 million are recognized as costs in the consolidated statement of comprehensive income. The transaction costs are related to acquisitions in 2021−2023. For acquisitions before 2023, the costs are, for instance, legal counsel related to payment of holdback amounts and contingent purchase considerations. SEK 8.9 million is reported in Other external expenses and SEK 2.9 million is reported in Net financial items.

Net outflow of cash – investing activities

Cash outflow for the acquisition of subsidiaries, after deduction of cash and cash equivalents acquired:

SEK million	Oct–Dec 2024	Oct–Dec 2023	Jan–Dec 2024	Jan–Dec 2023
Cash purchase consideration	1.6	689.5	158.8	719.8
Holdback amounts and promissory notes (investing activities)	-	-	-	-
Holdback amounts and promissory notes (financing activities)	72.1	-0.6	123.3	22.5
Cash and cash equivalents acquired	-	-56.5	-1.0	-56.5
Decrease in cash and cash equivalents acquired	0.5	-	31.9	1.7
Net outflow of cash	74.2	632.4	313.1	687.6
Of which is net outflow of cash in investing activities	2.1	633.0	189.7	665.0

Payment of cash purchase consideration and holdback amounts and promissory notes (investing activities), net of cash and cash equivalents acquired and decrease in cash and cash equivalents acquired, is presented in the condensed consolidated statement of cash flows under investing activities on the line Acquisition of subsidiaries. Payment of holdback amounts and promissory notes (financing activities) are included under financing activities on the line Loans, interest-bearing liabilities and non-interest-bearing liabilities raised net with amortizations.

The cash purchase consideration for the period October–December 2024 comprises payment of purchase considerations to the former owners of ADDvise's subsidiaries acquired before 2024, and currency exchange effects on payments in 2024 of purchase considerations to the former

continuation of Note 4; see next page

owners of companies acquired prior to 2024.

The cash purchase consideration for the period January–December 2024 comprises payment of purchase consideration to the former owners of Diabetic Supplies Inc and payments of purchase considerations to the former owners of companies acquired prior to 2024. For an acquisition that was completed at the end of 2023, cash and cash equivalents were left in the company to cover payment of liabilities in 2024. These liabilities were paid in full in the first quarter of 2024.

The cash purchase consideration for the period October–December 2023 comprises payment of purchase considerations to the former owners of Axelerist Inc, Kolplast CI S A and Labplan Ltd

The cash purchase consideration for the period January–December 2023 comprises payment of purchase considerations to the former owners of Axelerist Inc, Kolplast CI S A and Labplan Ltd and to the former owners of ADDvise's subsidiaries acquired before 2023, and an effect of adjustments to purchase price allocations for acquistions completed before 2023, after analysis of facts that existed at the time of acquisition.

Note 5 Allocation of income

In accordance with IFRS 15 Revenue from Contracts with Customers, income is recognized and allocated to primary geographic markets, based on customer domicile. There has been a change in primary geographic markets as of the interim report for January−March 2024 compared to previous years, to reflect the Group's current geographic markets. Comparison numbers for 2022 and 2023 are changed to reflect the updated geographic markets.

	Oct–Dec 2024			Oct–Dec 2023
SEK million	Lab	Health care	Total	Lab	Health care	Total
Sweden	35.6	10.4	46.0	37.0	9.6	46.5
Europe, excl Sweden	80.9	52.8	133.6	37.4	25.1	62.6
North America	27.1	164.6	191.7	17.4	208.5	225.8
South America	-	46.0	46.0	-	51.0	51.0
Rest of the world	23.2	1.0	24.2	10.1	1.0	11.1
Total	166.7	274.8	441.6	101.8	295.2	397.0

	Jan–Dec 2024			Jan–Dec 2023
SEK million	Lab	Health care	Total	Lab	Health care	Total
Sweden	152.1	33.5	185.6	149.6	25.8	175.3
Europe, excl Sweden	230.3	140.9	371.2	160.0	117.8	277.8
North America	119.6	623.8	743.5	47.8	732.0	779.8
South America	-	220.1	220.1	-	51.0	51.0
Rest of the world	143.9	6.6	150.4	74.9	14.3	89.1
Total	645.8	1,024.9	1,670.7	432.2	940.9	1,373.0

Note 6 Calculation of fair value

The table below lists financial instruments measured at fair value, based on the classification in the fair value hierarchy. The different levels are defined as follows:

» Level 1 – Quoted prices (unadjusted) in active markets

» Level 2 – Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly » Level 3 – Unobservable inputs for the asset or liability

	December 31, 2024
SEK million	Level 1	Level 2	Level 3
Short-term investments	123.2	-	-
Contingent purchase consideration	-	-	348.3
Total	123.2	-	348.3

	December 31, 2023
SEK million	Level 1	Level 2	Level 3
Short-term investments	-	-	-
Contingent purchase consideration	-	-	443.4
Total	-	-	443.4

Fair value description

Short-term investments

Short-term investments, which comprise bonds, are traded on an active market, with the fair value calculated on the basis of the last buy price quoted on the balance sheet date.

Contingent purchase consideration

Contingent purchase consideration refers to the estimated contingent additional purchase consideration for completed acquisitions. In those cases where the amount is specified in the share purchase agreement, an estimate is made of how likely it is that the condition will be met. If it is considered likely, the purchase consideration is valued at 100% of the agreed amount. If it is considered unlikely, the purchase consideration is valued at 0% of the agreed amount. In those cases where the amount is not specified in the share purchase agreement, but is calculated on the basis of performance, an estimate is made first, of the amount and second, of how likely it is that the condition will be met.

At the end of the reporting period, the majority of contingent purchase considerations were based on key performance indicators that must be met in the acquired subsidiaries. One acquisition has contingent purchase considerations based on a key performance indicator and also contingent purchase considerations based on a non-financial condition.

The key performance indicator EBITDA is adjusted for service fees and similar items affecting comparability. The conditions are often structured so that a maximum amount is paid out if the subsidiary reaches the target key performance indicator that was agreed upon in the share purchase agreement. If the key performance indicator target is not reached, there are often levels that result in a lower amount for the contingent purchase consideration. If these levels are not reached either, no contingent purchase consideration is paid. According to certain share purchase agreements, earnings from more than one financial year may be combined in order to achieve an EBITDA that results in a contingent purchase consideration being paid.

If an actual contingent purchase consideration deviates from the assessment made at the time of the acquisition, this has an effect on the Group's profit/loss. A write-down of a liability for a contingent purchase consideration is reported on the line Other operating income. A write-up of a liability for a contingent purchase consideration is reported on the line Other operating expenses. Contingent purchase considerations for acquisitions completed at the end of the reporting period, are estimated to amount to SEK 348.3 million. If the subsidiaries do not reach the required targets, no contingent purchase consideration is paid. An estimate of the range for possible outcomes of contingent purchase consideration is from SEK 158.0 million to SEK 457.9 million at the end of the reporting period.

The fair value of contingent purchase considerations is subject to currency risk. At the end of the reporting period, the fair value of contingent purchase considerations can be affected by changes in SEK versus BRL, EUR and USD. A change in the currency exchange rate for BRL of 5% would have an effect of SEK 4.8 million on the valuation of contingent purchase considerations and SEK 0.0 million on profit/loss before tax. A change in the currency exchange rate for EUR of 5% would have an effect of SEK 6.4 million on the valuation of contingent purchase considerations and SEK 6.4 million on profit/loss before tax. A change in the currency exchange rate for USD of 5% would have an effect of SEK 6.2 million on the valuation of contingent purchase considerations and SEK 0.0 million on profit/loss before tax.

Reconciliation of level 3

The change in financial instruments in level 3, Contingent purchase consideration, is presented below:

SEK million	Jan-Dec 2024 Jan-Dec 2023
Fair value at the beginning of the year	443.4	200.3
Change	-32.8	258.8
Of which is attributable to contingent purchase considerations paid	-28.1	-29.0
Of which is attributable to contingent purchase considerations for this year's acquisitions	-	303.6
Of which is attributable to exchange rate differences	-4.7	-15.8
Changes affecting profit/loss	-62.3	-15.7
Of which is posted on the line Other operating income	-73.4	-30.0
Of which is posted on the line Other operating expenses	11.1	14.3
Fair value at the end of the year/period	348.3	443.4

Changes affecting profit/loss on the line Other operating income include write-downs of contingent purchase considerations in an amount of SEK 73.4 million. Changes affecting profit/loss on the line Other operating expenses include write-ups of contingent purchase considerations in an amount of SEK 8.3 million and currency exchange losses in an amount of SEK 2.8 million.

Note 7 Financial risks

ADDvise is exposed to a number of different financial risks through its activities, such as market risk, credit risk, currency risk and liquidity risk. The Group management and the Board of Directors take active steps to minimize these risks.

The Group's operations involve a liquidity risk, since large orders tie up significant capital. To minimize the amount of capital tied up, the Group has payment terms with the Group's customers that require a portion of the order value to be paid in advance on the signing of the order.

Since the Group's strategy is to make complementary acquisitions, the Group's level of debt may change over time. The Board of Directors always makes an overall assessment of the risk that any acquisition financing represents to the Group.

Note 8 Liabilities with covenants

The Group's bond loan 2023/2026 with an issue date of May 26, 2023 and bond loan 2024/2027 with an issue date of April 4, 2024, as well as the Group's overdraft facility within the Group's cash pool have covenants. The covenants are linked to the ratio of net debt to EBITDA and are evaluated at the end of each quarter ("maintenance test") and prior to increased indebtedness or dividends to shareholders ("incurrence test").

Bond loan 2023/2026 is due for repayment on May 26, 2026. At the end of the year, the outstanding amount was SEK 1,450.0 million, of which SEK

403.75 million were held by the Group, giving a net of SEK 1,046.3 million. Bond loan 2024/2027 is due for repayment on April 4, 2027. At the end of the year, the outstanding amount was SEK 659.9 million, corresponding to USD 60.0 million.

The Group was in compliance with the covenants at the end of the year. The bond loans are classified as non-current. At the end of the year, the overdraft facility was not utilised. The terms and conditions of the bonds in their entirety are published on www.addvisegroup.com.

Net debt to EBITDA according to bond term sheet

The table below presents the calculation of net debt to EBITDA according to the terms of the Group's bond loan. The ratio is not calculated for periods before the issue of bond loan 2023/2026 in May 2023.

SEK million		Dec 31, 2024 Dec 31, 2023
Cash and cash equivalents	363.9	386.5
Excluding purchase price paid in cash for acquisitions after the end of the reporting period net with acquired cash and cash equivalents	-	-96.2
Loans	-1,745.1	-1,516.0
Acquisition-related liabilities	-28.3	-112.8
= Net debt according to bond term sheet	-1,409.5	-1,338.5
EBITDA rolling 12-month period	379.0	425.5
Reversal of acquisition costs rolling 12-month period, reversal of revaluation of estimated earn-outs for completed acquisitions rolling 12-month period and adjusted for other non-recurring items	-43.7	-6.4
Pro forma EBITDA from new acquisitions	-	153.2
= EBITDA rolling 12-month period according to bond term sheet	335.3	572.3
= Net debt to EBITDA according to bond term sheet	4.20	2.34
Covenant for bond term sheet "maintenance test"	4.25	4.50

Note 9 Equity

New share issue 2024

On March 14, 2024, ADDvise carried out a directed new share issue of 10,650,000 shares of series B, corresponding to approximately SEK 100 million before issue costs. Through the directed new share Issue, the number of outstanding shares increased by 10,650,000 shares, from 188,184,197 shares to 198,834,197 shares. The share capital increased by SEK 1,065,000.00, from SEK 18,818,419.70 to SEK 19,883,419.70.

Definition of key performance indicators

In its financial reports, ADDvise uses alternative performance measures, in other words financial measures that are not defined by IFRS. Management uses these performance measures to assess the Group's financial development as a complement to the performance indicators that represent generally accepted accounting practice. Described below are financial measures not defined by IFRS. Unless otherwise stated in the respective key performance indicator definition, the Group's definition of the key performance indicator is unchanged from previous periods.

Financial measures that use items not otherwise presented in financial statements or by other facts in this interim report are described with detailed calculations.

Adjusted EBITDA

Operating profit/loss before depreciation and amortization, acquisition costs and non-recurring items.

SEK million			Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023
Operating profit/loss, see below	67.7	94.7	292.9	316.8
Reversal of depreciation and amortization	21.7	31.4	86.1	108.7
Reversal of acquisition costs	5.4	5.0	12.6	6.3
Reversal of restructuring costs	4.9	-	6.6	-
Reversal of revaluation of estimated additional purchase consideration for completed acquisitions	-5.5	-15.9	-65.1	-12.7
= Adjusted EBITDA	94.2	115.1	333.1	419.0

Adjusted EBITDA margin

Operating profit/loss before depreciation and amortization, acquisition costs and non-recurring items as a percentage of net revenue.

SEK million	Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023
Adjusted EBITDA, see above	94.2	115.1	333.1	419.0
Divided by net revenue	441.6	397.0	1,670.7	1,373.0
= Adjusted EBITDA margin as a %	21.3%	29.0%	19.9%	30.5%

Adjusted profit/loss for the period

Profit/loss for the period before acquisition costs and non-recurring items.

SEK million Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023

= Adjusted profit/loss for the period	10.3	23.7	47.1	139.8
Reversal of revaluation of estimated additional purchase consideration for completed acquisitions	-5.5	-15.9	-65.1	-12.7
Reversal of financial expenses related to acquisitions and other non-recurring financial expenses	0,0	4.7	2.9	42.8
Reversal of restructuring costs	4.9	-	6.6	-
Reversal of acquisition costs	5.4	5.0	12.6	6.3
Profit/loss for the period	5.5	29.9	90.0	103.5

Average number of shares after dilution

Weighted average of the number of shares outstanding during the period in the event that issued warrants are exercised. This performance indicator is as defined by IFRS, but is described here for information purposes.

Average number of shares before dilution

Weighted average of the number of shares outstanding during the period without taking into account issued warrants. This performance indicator is as defined by IFRS, but is described here for information purposes.

Basic earnings per share

Profit/loss for the period attributable to the parent company's shareholders as a proportion of the average number of shares before dilution, with earnings per share adjusted to take into account new share issues at a discount (the subscription price is lower than the current closing price). This performance indicator is as defined by IFRS, but is described here for information purposes.

Capital employed

The Group defines capital employed as total assets less cash and bank less non-interest-bearing and non-acquisition-related non-current and current liabilities, calculated as the average of the last four quarters. The key performance indicator is presented as of the interim report for January− March 2024, as it is included in the key performance indicator return on capital employed.

SEK million	Dec 31, 2024	Dec 31, 2023
Total assets	3,430.9	2,533.4
Cash and bank	-288.6	-435.1
Non-current liabilities	-180.0	-129.5
Current liabilities	-269.8	-264.2
= Capital employed average 4 quarters	2,692.5	1,704.7

Cash conversion

The Group defines cash conversion as Cash flow from Operations, see below, divided by EBITDA, see below. The key performance indicator is considered relevant for investors wishing to understand the cash generated by the Group's business operations in relation to the Group's EBITDA.

Cash flow from Operations

Cash flow from Operations is cash flow from the Group's business operations, and where items attributable to acquisition activities having an impact on cash flow have been eliminated. The Group is presenting this key performance indicator as it has been requested by investors.

SEK million	Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023
Operating profit/loss (EBIT)	67.7	94.7	292.9	316.8
Changes in working capital	-5.0	4.5	-47.3	5.5
Finance net attributable to Operations	-0.5	0.0	-1.4	-1.5
Depreciation and amortization attributable to Operations	15.2	26.0	62.2	94.8
Acquisition of intangible and tangible non-current assets and payments made in relation to amortization of loans attributable to leases,
attributable to Operations	-18.3	-36.4	-78.0	-76.8
Items attributable to acquisition activities	4.8	-11.0	-45.9	-6.4
= Cash flow from Operations	64.0	77.9	182.5	332.4

Diluted earnings per share

Profit/loss for the period attributable to the parent company's shareholders as a proportion of the average number of shares after dilution, with earnings per share adjusted to take into account new share issues at a discount (the subscription price is lower than the current closing price). This performance indicator is as defined by IFRS, but is described here for information purposes.

DEFINITION OF KEY PERFORMANCE INDICATORS

EBITA

EBITA is a measure that the Group considers relevant for an investor wishing to understand profit generation before investments in intangible assets. The Group defines earnings before interest, tax and amortization (EBITA) as operating profit/loss from continuing operations excluding amortization relating to intangible assets.

SEK million	Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023
Operating profit/loss, see below	67.7	94.7	292.9	316.8
Reversal of amortization of intangible assets	8.1	7.9	30.1	20.5
= EBITA	75.8	102.6	323.0	337.3

EBITA margin

Operating profit/loss before amortization of intangible assets but after depreciation of property, plant and equipment, as a percentage of net revenue.

SEK million	Oct–Dec 2024 Oct–Dec 2023Jan–Dec 2024 Jan–Dec 2023
EBITA, see above	75.8	102.6	323.0	337.3
Divided by net revenue	441.6	397.0	1,670.7	1,373.0
= EBITA margin as a %	17.2%	25.8%	19.3%	24.6%

EBITDA

EBITDA is a measure that the Group considers relevant for an investor wishing to understand profit generation before investments in non-current assets. The Group defines earnings before interest, tax, depreciation and amortization (EBITDA) as operating profit/loss from continuing operations excluding depreciation and amortization relating to tangible and intangible assets.

EBITDA margin

Operating profit/loss before depreciation and amortization as a percentage of net revenue.

Equity per share

Equity at the end of the period attributable to the parent company's shareholders divided by the number of shares at the end of the period.

Equity ratio

Adjusted equity as a percentage of total assets.

Gross margin

Net revenue minus cost of materials as a percentage of net revenue.

Net debt

The Group defines net debt as the net sum of cash and bank plus short-term investments and interest-bearing liabilities. The Group monitors this performance indicator since it shows the level of debt and is part of one of the long-term financial targets adopted by the Board of Directors.

Net debt to EBITDA

The Group defines net debt to EBITDA as the net sum of cash and bank plus short-term investments and interest-bearing liabilities divided by pro forma EBITDA on a rolling 12-month basis. The Group monitors this performance indicator since it shows the level of debt and is one of the financial targets adopted by the Board of Directors. For a definition of EBITDA, see above.

Net debt to EBITDA according to bond term sheet

The Group defines net debt according to the bond term sheet as the net sum of cash and bank plus short-term investments and liabilities to be included in net debt according to the bond term sheet. The calculation of net debt to EBITDA according to the bond term sheet is different from the Group's net debt/EBITDA key performance indicator, which is one of the Group's financial targets. The Group follows the net debt to EBITDA according to the bond term sheet key performance indicator as it is obliged to report this under the terms of the Group's bond loan. The key performance indicator is not calculated for periods before the issue of the bond loan in May 2023. As of the interim report for January−March 2024, the presentation of the calculation is included with other information in Note 8 Liabilities with covenants.

Net margin

As of the interim report for January−March 2024, the key performance indicator net margin is replaced by the key performance indicator profit margin, which uses profit/loss for the period, after taxes, and is considered to be more representative. Net margin was based on profit/loss before tax (EBT).

Number of employees

The number of employees working at the end of the period.

Operating margin

Operating profit/loss as a percentage of net revenue.

Operating profit/loss (EBIT)

Profit/loss before financial items and tax.

OPEX

The Group defines OPEX (operating expenses) as the sum of other external expenses, personnel costs and other operating expenses. The Group monitors this performance indicator since it shows the effectiveness of cost-saving initiatives and cost control.

Orders received

New customer orders received during the period, plus additions and deductions for changes to customer orders received earlier in the current financial year. Additions and deductions are made for changes to larger customer orders with delivery schedules spread across several financial years even if the customer order was received in a previous year.

Organic growth

Net revenue and orders received in acquired companies are included in the calculation of organic growth 12 months after the acquisition date. A company that is consolidated from March of year 1 is included in the calculation of organic growth from March of year 2.

Pro forma numbers

The numbers in pro forma key performance indicators are pro forma numbers for a full year or a rolling 12-month period, and have not been reviewed by the company's auditor. The numbers are including all acquisitions from the start of the year or the rolling 12-month period until the publication of this report.

Profit/loss before tax (EBT)

Profit/loss after net financial items.

Profit margin

Profit/loss for the period as a percentage of net revenue. The key performance indicator is presented as of the interim report for January− March 2024 and replaces the key performance indicator net margin. Profit margin uses profit/loss for the period, after taxes, and is considered to be more representative than the previous key performance indicator net margin.

Return on capital employed

The Group defines return on capital employed as EBITA on a rolling 12-month basis divided by average capital employed for 4 quarters. For calculation of capital employed, see above. The key performance indicator is presented as of the interim report for January−March 2024 for increased transparency.

SEK million	Dec 31, 2024	Dec 31, 2023
EBITA rolling 12-month period, see above	323.0	337.3
Divided by capital employed average 4 quarters, see above	2,692.5	1,704.7
= Return on capital employed as a %	12.0%	19.8%

Return on equity

The Group defines return on equity as profit/loss for the period on a rolling 12-month basis divided by average equity for 4 quarters. The key performance indicator is presented as of the interim report for January− March 2024 for increased transparency.

About ADDvise

ADDvise is an international life science group, operating within the business areas lab and healthcare. Our business model is successful and delivers long-term, solid returns with the aim of generating sustainable value growth. The combination of acquisitions and organic growth forms the basis of our growth strategy. We are continuously working on add-on acquisitions while at the same time developing our existing businesses.

ADDvise are long-term owners that operate a decentralized business model, and our focus is to maintain entrepreneurship and business acumen at a local level in the companies we acquire.

Our business concept

ADDvise's mission is to extend, improve and save people's lives by developing and providing products and services for healthcare and research.

Our acquisition strategy

Acquisitions is one of the most important components of ADDvise's growth strategy. The purpose of acquisitions is to create critical mass in the different industries in which the Group does business. The industrial logic in the acquisitions should create long-term value for the Company's shareholders. We focus exclusively on companies within the life science sector.

Strong trends and long-term growth

Several factors contribute to the long-term demand for products and services in the life science and medical technology markets. There is a substantial need for increased capacity and modernization in both the private and public healthcare and lab sectors. An additional factor is that populations are growing and aging in almost every country in the world. This creates long-term demand for our products.

Decentralization

Every company within the Group functions as a separate entity and operates independently so as to retain its own strategy and culture. This enables product development and key commercial decisions to be made closest to customers, based on cultural and geographical considerations.

Support and knowledge sharing

Subsidiaries of the ADDvise Group are offered central support in everything from high-level strategic decisions to advice on pricing, marketing, and how to optimize their balance sheet and working capital.

Increasingly complex regulations are creating significant barriers for smaller players who struggle to allocate sufficient resources to ensure full compliance. A Group-level QA/RA (quality assurance/regulatory affairs) function offers the subsidiaries support and guidance to ensure that the Group's companies comply with applicable quality standards, laws, and regulations.

ADDvise encourages the sharing of knowledge, experience, and business opportunities with other subsidiaries within the Group.

Sustainability

ADDvise's business concept is to extend, improve and save people's lives by developing and providing products and services for healthcare and research. It is a social responsibility that contributes to a more sustainable society.

Sustainability goals by 2030

ADDvise's long-term sustainability goals have a clear connection to the company's vision of contributing to a sustainable society. The sustainability goals, in combination with the financial goals, will ensure that the company steers towards long-term profitable and sustainable growth.

Environment

» Reduce carbon dioxide intensity by 50%.

Finance / Governance

• » All companies within the Group should have incentives linked to sustainability-related goals.
• » 100% of acquisitions should contribute to the UN's sustainability goal no. 3 good health and well-being, and also meet the requirements of our sustainable investment policy.
• » 1.5% of net revenue should be allocated to development of products that extend, improve and save people's lives.

Social

• » Achieve an equal gender distribution of people on the board and in senior positions (the distribution of men and women is within the range 40–60%).
• » All companies within the Group should comply with the code of conduct.
• » Max absence due to illness of 5%.
• » Zero vision for workplace accidents.

Other information

Dividend

The Board of Directors proposes that no dividend be paid in respect of the year 2024.

Publication dates for financial information

Extraordinary general meeting	March 12, 2025
Annual report and
sustainability report 2024	April 8, 2025
Interim report (Jan−Mar 2025)	May 9, 2025
Annual general meeting	May 12, 2025
Interim report (Jan−Jun 2025)	July 17, 2025
Interim report (Jan−Sep 2025)	October 23, 2025
Year-end report 2025 (Jan-Dec)	February 19, 2026

This report, as well as further information, is available on ADDvise's website, www.addvisegroup.com

For further information, please contact:

Staffan Torstensson, CEO +46(0)70-433 20 19 staffan.torstensson@addvisegroup.se

Johan Irwe, interim CFO +46(0)73-731 26 11 johan.irwe@addvisegroup.se

ADDvise Group AB (publ) Grev Turegatan 30, SE-114 38 Stockholm Sweden

Certified Adviser

Mangold Fondkommission AB, +46(0)8-503 015 50, is the company's Certified Adviser and liquidity guarantor.

Review of year-end report

This Swedish version of this year-end report has not been reviewed by the company's auditor.

Declaration

The undersigned declare that the year-end report presents fairly the business, financial position and performance of the parent company and the Group and describes the significant risks and uncertainties faced by the parent company and the constituent companies of the Group.

Stockholm, February 20, 2025

Fredrik Celsing Chairman of the Board Rikard Akhtarzand Board Member

Johanne Brændgaard Board Member

Thomas Eklund Board Member

Anna Ljung Board Member

Staffan Torstensson CEO and Board Member