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Invitation to Subscribe for Shares with Preferential Rights in Addlife AB Invitation to subscribe for shares with preferential rights in AddLife AB (publ) IMPORTANT INFORMATION Information to investors This document is a translation of a Swedish prospectus. The prospectus in Swedish (the “Prospectus") and this English translation thereof have been prepared in connection with the invitation to subscribe for shares in AddLife (the “Offering”). For definitions of certain terms used in this translation, please see “Certain definitions and terms” below and "Glossary”. Preparation and registration of the Prospectus The Prospectus has been prepared in accordance with the Swedish Financial Instruments Trading Act (1991:980) and Commission Regulation (EC) No. 809/2004 of 29 April 2004 on the implementation of European Parliament and Council Directive 2003/71/EC (the "Prospectus Regulation”). The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (1991:980). Approval and registration does not imply that the SFSA guarantees that the various factual information provided in the Prospectus is accurate or complete. This English translation of the Prospectus has not been approved by or registered with any regula- tory authority. The Prospectus is available on the Company’s website www,.add.life, Handelsbanken’s website, www,.handelsbanken.se/investeringserbjudande, and at the SFSA website, www,.fi.se. The Prospectus has been prepared in a Swedish version and an English translation. In the event of any inconsistency between this English translation and the Prospectus (in Swedish), the Prospectus (in Swedish) shall prevail. No action has been taken or will be taken by AddLife to permit an offer to the general public in any country other than Sweden. Neither the subscription rights in the Offering nor paid subscribed shares (Sw. betald tecknad aktie) (“BTA”) or new shares that has been subscribed in the Offering has been or will be registered in accordance with the United States Securities Act of 1933 in the current wording (the “Securities Act"). Securities may not be offered or sold, directly or indirectly, in or to the USA or to persons domiciled there, except in accordance with an applicable exemption from the registration requirements in the Securities Act. Further- more, the offer is not directed at persons with domicile in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore or South Africa, or at any other person where participation would require a further prospectus, registration or other measures than those that follow by Swedish law. Consequently this Prospectus may not be distributed in or to any country or jurisdiction where distribution or the Offering requires such actions or contravenes the rules of such jurisdiction. Subscription of shares in contravention with the above may be deemed null and void. Persons that receive the Prospectus must inform themselves and adhere to such restrictions. Actions in contravention of the restrictions may represent a breach of the applicable securities legislation. An investment in securities is associated with certain risks (see the section "Risk factors"). When investors make an investment decision, they must rely on their own judgement of AddLife and the Offering, including all circumstances and risks. Before an investment decision, potential investors should engage their own professional advisers and carefully evaluate and consider the investment decision. Investors may only rely on information in this Prospectus and any supplements to this Prospectus. No person is authorised to provide any other information or make any other statement than what is found in this Prospectus. If so should occur, such information or such statements must not be considered to have been approved by AddLife and AddLife will not be responsible for such information or state- ments. Neither the publication and distribution of this Prospectus nor any transactions performed in relation to the Offering may be considered, under any circum- stances, to mean that the information in this Prospectus is correct and valid at any time other than the date of publication of this Prospectus or that no changes have occurred in AddLife's activities after the date in question. Should material changes to the information in this Prospectus occur, such changes will be disclosed in accordance with the rules regarding prospectus supplements in the Swedish Financial Instruments Trading Act (1991:980). Notice to investors in the USA No securities have or will be registered in accordance with the Securities Act or any other corresponding regulation in any state in the USA and may as a result not be offered or sold, directly or indirectly, in or to the USA, except in accordance with an applicable exemption from the registration requirements in the Securities Act and in accordance with the applicable securities regulation in the relevant state in the USA. Securities will only be offered in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or, in limited exceptions and at the discretion of AddLife, in private placement transactions, that are exempt from the registration requirements set out under the Securities Act, to a limited number of "qualified institutional buyers", as defined in Rule 144A under the Securi- ties Act, which have executed and delivered a US investor representation letter to AddLife. Future-oriented information The Prospectus and this English translation contains future-orientated statements and assumptions regarding future market conditions, business and results. These statements can be found in several sections and include statements regarding the Company's current intentions, assessments and expectations. Words such as "consider", ''intend”, “assess”, “expect", "forecast", "plan" or similar expressions are indicative of some of these future-orientated statements. Other such statements are identified based on their current context. Actual events and financial outcomes may differ materially from those set forth in such statements due to risks and other factors that affect the Company's business. Such factors are compiled under the section “Risk Factors”. Industry and market information The Prospectus and this English translation contains industry and market information attributable to AddLife's business and the markets on which AddLife is active. Unless otherwise indicated, such information is based on the Company's analysis of multiple sources. Industry publications or reports generally state that the infor- mation they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information cannot be guaranteed. The Company has not independently verified, and therefore cannot guarantee the accuracy of, the industry and market information contained in the Prospectus and this English translation that were obtained or derived from these industry publications or reports. Industry and market information are inherently predictive and specula- tive, subject to uncertainty, and are not necessarily reflective on actual market conditions. Such information are based on market research, which itself is based on selection and subjective assessments by both the researchers and the respondents, which include assessments about what types of products and transactions should be included in the relevant market. The Company assumes no responsibility for the accuracy of any industry or market information included in the Prospec- tus or this English translation. Information that derived from third parties has been accurately reproduced and, as far as the Company is aware of and assured by comparison with other information published by third parties concerned, no information has been omitted in a manner that would render the information repro- duced incorrect or misleading. Presentation of financial information Certain financial information in the Prospectus and this English translation has been rounded off and consequently, some tables do not add up correctly. No infor- mation in this English translation of the Prospectus has been reviewed or audited by the Company's auditor. Certain definitions and terms “AddLife", "the Company" or "the Group" refer to AddLife AB (publ), corporate identity no. 556995-8126, the group which AddLife AB (publ) is the parent company, or a subsidiary in the group, depending on the context. “Handelsbanken" refers to Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ), or Svenska Handelsbanken AB (publ), corporate identity no. 502007-7862, per se, depending on the context. "Euroclear" refers to Euroclear Sweden AB, corporate identity no. 556112-8074. "SEK" refers to Swedish kronor. "EUR'' refers to euros and "USD" refers to United States dollars. The "Offering" refers to the offering to subscribe for shares in the Company as described in the Prospectus and this English translation, and the "Issue" refers to the issuance of shares in the Company pursuant to the Offering. The "Prospectus” refers to the Swedish prospectus and for avoidance of doubt not this English translation. "EBITA" is the acro- nym for earnings before interest, taxes and amortisation, and refers to operating profit before amortisation of intangible assets and property from acquisitions. Financial advisor Handelsbanken is the financial advisor to the Company and issuing agent for the Offering. Since all information
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