Ambea — Capital/Financing Update 2019

May 10, 2019

NOTFORDISTRIBUTIONORPUBLICATION, DIRECTLY ORINDIRECTLY, INORINTOTHEUNITEDSTATES, CANADA,AUSTRALIA, JAPAN, HONGKONG, SWITZERLAND, NEWZEALAND, SINGAPOREORSOUTHAFRICA ORANY OTHERJURISDICTIONINWHICHTHEDISTRIBUTIONORPUBLICATIONOFTHISPRESSRELEASEWOULDBEUNLAWFULORWOULDREQUIRE REGISTRATIONOROTHERMEASURESBESIDESTHOSEREQUIREDBY SWEDISHLAW.ADDITIONALRESTRICTIONSAPPLY. PLEASESEETHEIMPORTANTNOTICEATTHEENDOFTHE PRESSRELEASE.

Ambea announces terms of its rights issue

Ambea AB(publ) ("Ambea" or "the Company") announced on 16 April 2019, that the Board of Directorsof Ambea has resolved to, subject to approval by the Annual General Meeting on 16 May 2019, carry out a rights issue of approximately SEK1.2 billion (the "Rights Issue"). The purpose of the Rights Issue is to repay part of the financing of the acquisition of Aleris' care operations and is carried out with the support of the Company's larger shareholders. The Board of Directorsof Ambea today announces the termsof the Rights Issue through thispress release.

SUMMARY

• Shareholders inAmbea have preferential right to subscribe for two (2) new shares per five (5) existing shares, i.e. a subscription ratio of 2:5.
• The subscription price is SEK 45 per new share, which assuming the Rights Issue is fully subscribed, amounts to proceeds of approximately SEK 1,215 million before the deduction of transaction costs.1
• The record date for the Rights Issue is 20 May 2019 and the subscription period runs from and including 22 May 2019 up to and including 5 June 2019. The estimated date for publication of the prospectus is 21 May 2019.
• The last day of trading in theAmbea share including right to participate in the Rights Issue is 16 May 2019.
• The Rights Issue is subject to the approval by theAnnual General Meeting to be held on 16 May 2019. Ambea's larger shareholders representing approximately 72.9 percent of the shares and votes in the Company have, as previously communicated, expressed their support for the Rights Issue through subscription commitments or intentions to subscribe.

TERMS OF THERIGHTS ISSUE

Those who are registered shareholders on the record date, 20 May 2019, have right to subscribe for new shares in proportion to the number of shares held on the record date. For eachAmbea share held, one (1) subscription right is received. Five (5) subscription rights entitle to subscription of two (2) new shares. In addition, investors are offered the possibility to subscribe for shares without subscription rights.

If all of the new shares are not subscribed for with subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of new shares subscribed for without subscription rights. Allotment will then be made (i) firstly, to those who subscribed for shares with subscription rights and who applied to subscribe for additional new shares, whether they were shareholders on the record date or not, pro rata in proportion to the number of shares that such persons subscribed for in the offering with subscription rights, and (ii) secondly, to those who applied to subscribe for new shares without Subscription Rights. To the extent that shares cannot be allocated as stated above, they will be allocated through the drawing of lots.

The subscription price is SEK 45 per new share. Assuming that the Rights Issue is fully subscribed, the share capital will be increased by a maximum of approximately SEK 674,173.13 by new issue of a maximum of 27,001,440 new shares. Assuming full subscription, Ambea will receive total proceeds of approximately SEK 1,215 million, before the deduction of transaction costs. 1

The subscription period runs from and including 22 May 2019 up to and including 5 June 2019. The Board of Directors ofAmbea is entitled to extend the subscription period and the time for payment which, if applicable, will be announced by the Company in a press release not later than on 5 June 2019. Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 22 May 2019 up to and including 3 June 2019, and trading in paid subscribed shares (Sw: Betalda tecknade aktier) during the period from and including 22 May 2019 up to and including 18 June 2019.

Shareholders who choose not to participate in the Rights Issue will have their shareholdings diluted by approximately 28.5 per cent 1 , but are able to financially compensate for this dilution by selling their subscription rights.

The Rights Issue is subject to the approval by theAnnual General Meeting to be held on ¹⁶ May ²⁰¹⁹ at 10:00 (CEST) at Näringslivets Hus, Wallenbergaren, Storgatan 19, Stockholm, Sweden. The notice to theAnnual General Meeting is available onAmbea's website, www.ambea.se.

SUPPORT FROM LARGER SHAREHOLDERS

The company's larger shareholders, ACTR HoldingAB andACTOR SCA, who are jointly controlled by KKRand Triton and who together represent approximately 50.1 percent of the total number of shares and votes in the Company, support the Rights Issue resolution and have undertaken to vote in favor of the Rights Issue at theAnnual General Meeting and to subscribe for their respective pro rata shares in the Rights Issue.

In addition, Catella Fonder, Didner & Gerge Fonder, Lannebo Fonder and RAM One, who together represent approximately 22.7 percent of the total number of shares and votes inAmbea, have expressed their intention to subscribe for their pro rata shares in the Rights Issue.

Thus, shareholders representing approximately 72.9 percent of the shares and votes in the Company have expressed their support for the Rights Issue through subscription commitments or intentions to subscribe.

PRELIMINARY TIMETABLE

The below timetable for the Rights Issue is preliminary and may be adjusted

16 May 2019	Annual General Meeting i.a. for approval of the Board of Directors' resolution on the Rights Issue
16 May 2019	Last day of trading in the share including right to participate in the Rights Issue
17 May 2019	First day of trading in the share excluding right to participate in the Rights Issue
20 May 2019	Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register on this date will receivesubscription rights for participation in the Rights Issue
21 May 2019	Estimated date for publication of the prospectus
22 May 2019 - 3 June 2019	Trading in subscription rights
22 May 2019 - 5	Subscription period

June 2019
22 May 2019 - 18	Trading in paid-up subscribed shares (Sw: Betalda tecknade aktier)
June 2019
11 June 2019	Estimated date for publication of preliminary results of the Rights Issue
12 June 2019	Estimated date for publication of final results of the Rights Issue

This is an in-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

ADVISORS

In connection with the Rights Issue, Ambea has appointed Danske Bank and DNB Markets as financial advisors, Joint Global Coordinators and Joint Bookrunners, Nordea as financial advisor and Joint Bookrunner as well as Vinge as legal advisor.

[1] Excluding repurchased own shares. The total number of outstanding shares is 67,616,556 of whichAmbea holds 112,954, which do not entitle to participation in the Rights Issue.

For more information, contact:

Jacob Persson, Head of Investor Relations Telephone: +46 (0)708 64 07 52 E-mail: jacob.persson@ambea.se

Ambea press contact Telephone: +46 (0)10 33 00 501 E-mail: press@ambea.se

This information is information that AmbeaAB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on May 10, 2019 at 01:00.

Ambea is the market leading care provider in Sweden, Norway and Denmark respectively, with over 900 care units and around 26,000 employees. We offer services in disabled care, individual and family care, and elderly care with a focus on residential care and own management. We aim to be the quality leader in all that we do and our vision is to make the world a better place, one person at a time. The company was founded in 1996 and its head office is located in Solna, Sweden. Ambea is listed on Nasdaq Stockholm.

IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities inAmbea. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares inAmbea will only be made through the prospectus that Ambea estimates to publish on or about 21 May 2019.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia, ("United States")), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, SouthAfrica or any other jurisdiction in which such action would be unlawful, is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No shares or other securities inAmbea have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

This press release may contain forward-looking statements which reflect Ambeas's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.