Ambu — Share Issue/Capital Change 2017

Nov 17, 2017

Ambu
Ideas that work for life

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, JAPANESE OR SOUTH AFRICAN SECURITIES LAWS OR THE SECURITIES LAWS OF OTHER STATES AS THE CASE MAY BE.

REGISTRATION OF CAPITAL INCREASE OF 1,255,000 B SHARES COMPLETED

Reference is made to company announcements no. 4 and 5 2017/18.

In connection with today's private placement, Ambu A/S ("Ambu") has registered with the Danish Business Authority the capital increase of a nominal amount of DKK 3,137,500 consisting of 1,255,000 B shares of a nominal value of DKK 2.50 each, representing approximately 3% of the B share capital before the capital increase.

The new B shares will, with effect from 20 November 2017, be listed under ISIN code DK0060591204, which also applies to Ambu's existing B shares on Nasdaq Copenhagen.

The share capital will be specified in Ambu's articles of association.

Contact person

President & CEO, Lars Marcher

IMPORTANT DISCLAIMER

This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.

Ambu
Company announcement no. 06 2017/18
17 November 2017

---

Ambu
Ideas that work for life

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of Ambu A/S ("Ambu") in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Territories"). In particular, the securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to in this announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S under the Securities Act) meeting the requirements of Regulation S under the Securities Act and may be offered and sold within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act. The securities issued in connection with an offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or any Excluded Territory.

This document constitutes an announcement and is not a prospectus in relation to Directive 2003/71/EC, as amended (the directive and any measures implementing the directive in the relevant member state shall be referred to as the "Prospectus Directive"). The content of Ambu's website accessible by hyperlinks on its website neither is incorporated in, nor forms part of, this document. No offering document or prospectus for approval by any legislative or other applicable authority will be published in connection with the offering.

In any EEA member state that has implemented the Prospectus Directive this document is solely addressed to and directed at "qualified investors", as defined in the Prospectus Directive, Article 2(1)(e), in the member state in question. This announcement should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

In the United Kingdom, this announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Articles 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such person together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Ambu or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with Ambu's new shares and/or the private placement referred to herein, and any liability therefor is expressly disclaimed.

Certain statements in this announcement are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on Ambu's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. Words such as "aim", "anticipate", "believe", "intend", "estimate", "expect", "plan", "project", "forecast" and words of similar meaning are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements or industry results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, cost pressures in all of Ambu's most important markets; Ambu's ability to develop unique, high-quality products; Ambu's ability to attract and retain employees with the right competencies; Ambu's ability to protect its intellectual property from infringement, including the company logo and name; insufficient patent protection for, or patent litigation regarding, Ambu's products; operating disturbances, stoppages or quality control failures at Ambu's production units; information technology breakdowns; increases in commodity prices, especially silver; and unfavorable changes in interest and foreign exchange rates. Our Annual Report for the year ended December 31, 2016 contains detailed discussions of these and other important risk factors under the heading "Risk management." Given these

Ambu
Company announcement no. 06 2017/18
17 November 2017

---

Ambu*
Ideas that work for life

risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Ambu undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The price of the new shares and the income from them may go down as well as up and investors may lose all or part of their investment on disposal of any new shares subscribed for pursuant to the private placement referred to herein.

Contact and further information

Lars Marcher, President & CEO

Phone +45 5136 2490. E-mail: lm@ambu.com

About Ambu

Since 1937, breakthrough ideas have fuelled our work on bringing efficient healthcare solutions to life. This is what we create within our fields of excellence – Anaesthesia, Patient Monitoring & Diagnostics, and Emergency Care. Millions of patients and healthcare professionals worldwide depend on the functionality and performance of our products. We are dedicated to improve patient safety and determined to advance single-use devices. The manifestations of our efforts range from early inventions like the Ambu Bag™ resuscitator and the legendary BlueSensor™ electrodes to our newest landmark solutions like the aScope™ endoscope – the world's first single-use flexible video scope. Our commitment to bringing new ideas and superior service to our customers has made Ambu one of the most recognized medical companies in the world. Headquartered near Copenhagen in Denmark, Ambu employs approximately 2,500 people in Europe, North America and the Asia Pacific. For more information, please visit www.ambu.com.

Ambu

Company announcement no. 06 2017/18

17 November 2017