Ambu A/S : Notice of Annual General Meeting 2021

NOTICE OF THE ANNUAL GENERAL MEETING OF AMBU A/S

Notice is hereby given of the annual general meeting of Ambu A/S, CVR no. 63 64 49 19, which is held on

Tuesday, 14 December 2021 at 1:00 pm (CET)

at Tivoli Hotel & Congress Center, Arni Magnussons Gade 2-4,DK-1577 Copenhagen V.

COVID-19 measures

In the light of the COVID-19 situation and in order to minimize the spread of infection as much as possible, shareholders are encouraged to follow the annual general meeting via Webcast as described below in this notice. Shareholders not participating in person who wish to vote on the agenda items of the annual general meeting may do so by postal voting or by submitting a proxy to the Board of Directors before the annual general meeting.

Shareholders following the annual general meeting via Webcast will have the opportunity to ask questions during the annual general meeting. Shareholders' questions and statements, which are submitted during the annual general meeting via a Q&A function, will be answered and commented by the management of Ambu A/S during the annual general meeting.

The link for the Webcast with access to Shareholders' questions and statements must be accessed via the Investor Portal.

In connection with the general meeting Ambu A/S follows the applicable recommendations and guidelines from the Danish health authorities.

Accordingly, all participants will be required to comply with COVID-19 restrictions and instructions issued by the public authorities applicable from time to time, including to present a valid corona passport when entering the annual general meeting.

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Agenda:

1. The management's report on the company's activities in the past year.
2. Presentation for adoption of the annual report and consolidated financial statements.
3. Presentation for adoption of the remuneration report.
4. Proposal of the Board of Directors on the appropriation of profit in accordance with the adopted annual report.
5. Approval of the Board of Directors' remuneration for the financial year 2021/22.
6. Election of Chairman of the Board of Directors.
7. Election of Vice-chairman of the Board of Directors.
8. Election of other members of the Board of Directors.
9. Election of auditor.
10. Proposals from the Board of Directors:
11. 1. Indemnification of members of the Board of Directors and the Executive Management.
    2. Update of the remuneration policy.
    3. Renewal of the Board of Directors' authorization to increase the B share capital (article 9e of the Articles of Association).
12. Authorization to the Chairman of the meeting.

Complete proposals

Re item 1 on the agenda - The management's report on the company's activities in the past year.

Re item 2 on the agenda - Presentation for adoption of the annual report and consolidated financial statements.

The Board of Directors proposes that the presented annual report be adopted.

Re item 3 on the agenda - Presentation for adoption of the remuneration report

The Board of Directors proposes that the presented remuneration report be adopted.

Re item 4 on the agenda - Proposal of the Board of Directors on the appropriation of profit in accordance with the adopted annual report

The Ambu Group has reported a net profit for the year of DKK 247 million.

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The Board of Directors proposes that dividends of DKK 0.29 for each share of DKK 0.50 be distributed entailing that dividends in the total amount of DKK 75 million be paid out of the net profit for the year, corresponding to 30 % of the consolidated results for the year, whereas the remaining part of the net profit be carried forward to next year.

Re item 5 on the agenda - Approval of the Board of Directors' remuneration for the financial year 2021/22

The Board of Directors proposes that the Board of Directors' remuneration for the current financial year (2021/22) be stipulated as follows:

• Ordinary members of the Board of Directors receive basic remuneration amounting to DKK 350,000.
• The Chairman receives three times the basic remuneration (DKK 1,050,000).
• The Vice-Chairman receives twice the basic remuneration (DKK 700,000).
• In addition, each member of a board committee receives remuneration of DKK 117,000 per com- mittee seat, however, the chairman of a board committee receives remuneration of DKK 175,000 per chairmanship.

The Board of Directors has established an Audit Committee, a Remuneration Committee, a Nomination Committee and an Innovation Committee.

Compared to the remuneration of the Board of Directors for the financial year 2020/21, the proposal implies that members and the chairman of the Nomination Committee and Innovation Committee receive supplementary remuneration in return for the additional duties associated with their committee work.

Re item 6 on the agenda - Election of Chairman of the Board

The Board of Directors proposes re-election of Jørgen Jensen as Chairman of the Board.

Information about Jørgen Jensen and his executive positions can be found on page 36 of the annual report.

Re item 7 on the agenda - Election of Vice-chairman of the Board

The Board of Directors proposes re-election of Christian Sagild as Vice-chairman of the Board.

Information about Christian Sagild and his executive positions can be found on page 36 of the annual re- port.

Re item 8 on the agenda - Election of other members of the Board

The Board of Directors proposes that Henrik Ehlers Wulff and Britt Meelby Jensen are re-elected, and that Michael del Prado and Susanne Larsson are elected as new members of the Board of Directors.

Information about the candidates who are up for re-election and their executive positions can be found on page 36 of the annual report. Information about Michael del Prado and Susanne Larsson and their executive positions can be found in the company announcement no. 17 2020/21.

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As published in the company announcement no. 17 2020/21, Mikael Worning is not up for re-election as member of the Board of Directors.

Re item 9 on the agenda - Election of auditor

The Board of Directors recommends re-election of Ernst & Young Godkendt Revisionspartnerselskab based on a recommendation from the Audit Committee. The Audit Committee's recommendation has not been influenced by third parties and has not been subject to any agreement with a third party restricting the general meeting's election of certain auditors or audit firms.

Re item 10 on the agenda - Proposals from the Board of Directors

Re item 10.1 on the agenda - Indemnification of members of the Board of Directors and the Executive Management

The Board of Directors proposes that the general meeting adopts an indemnification program covering members of the Board of Directors and the Executive Management of Ambu A/S supplementing the com- pany's directors' and officers' liability insurance.

The proposed indemnification program is structured to the effect that if required D&O liability insurance cov- erage, as proposed by Ambu A/S' insurance broker(s), cannot be obtained, Ambu A/S shall indemnify and hold harmless members of the Board of Directors and the Executive Management from and against third- party claims in respect of the gap between the obtained and the required D&O liability insurance coverage, including indemnification for potential tax liabilities prompted by such indemnification against third-party claims. Any such indemnification shall be secondary to coverage under Ambu A/S' D&O liability insurance, as applicable from time to time, and be subject to the same terms and conditions, including general liability exclusions, as are applicable to Ambu A/S' D&O liability insurance. Ambu A/S shall, however, in no event indemnify and hold harmless members of the Board of Directors and the Executive Management from and against third-party claims based on such management member's fraud, wilful misconduct, gross negligence (unless covered under Ambu A/S' D&O liability insurance) and/or criminal offence pertaining to such mem- ber's discharge of duties as member of the Board of Directors and the Executive Management of Ambu A/S.

Furthermore, the proposed indemnification program allows, in special cases, Ambu A/S to indemnify and hold harmless members of the Board of Directors and the Executive Management from and against third- party claims exceeding the required D&O insurance coverage, as proposed by the company's insurance broker(s), but in all other respects in accordance with the principles described in this proposal.

The proposed indemnification program implies that the Board of Directors is authorized to initiate, terminate and determine the detailed terms of the indemnification program, including coverage, and to manage and administer such program in accordance with the terms of the indemnification program as further set out in the updated remuneration policy's provisions on the indemnification program, cf. item 10.2 of the agenda.

The proposal to adopt the indemnification program reflects a general development in the insurance market proving it increasingly difficult to obtain required insurance coverage at reasonable terms. In order to, among other factors, be able to attract and retain qualified members of the company's Board of Directors and Executive Management, the Board of Directors considers it is in the best interest of the company that the management members of Ambu A/S are offered an adequate indemnification program covering potential management liability.

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Re item 10.2 on the agenda - Update of the remuneration policy

The Board of Directors proposes to update the remuneration policy. The draft updated remuneration policy is available at the company's website, www.ambu.com. The material amendments made to the updated remuneration policy are as follows:

• Travel compensation: Members of the Board of Directors may be compensated in connection with travel to board and committee related meetings outside their country of residence.
• Indemnification program: As set out in item 10.1 of the agenda, Ambu A/S has introduced an in- demnification program for the members of the Board of Directors and Executive Management which is secondary to coverage under Ambu's D&O liability insurance. The terms of the indemnifi- cation program are reflected in the updated remuneration policy.
• Extraordinary remuneration: Ambu's option to award extraordinary remuneration, e.g. sign-on bo- nusses, retention bonusses and severance payments, is amended to the effect that the Board of Directors, in special cases and upon recommendation by the Remuneration Committee, may award extraordinary remuneration to a member of the Executive Management without such extraordinary remuneration constituting a deviation of the remuneration policy. Accordingly, the Board of Direc- tors' option to award extraordinary remuneration under section 11 (Deviations from the remunera- tion policy) is deleted. Extraordinary remuneration to members of the Executive Management is capped at 25 % of such member's annual remuneration and may only be provided if the extraordi- nary remuneration is deemed to support Ambu A/S' long-term interests and the interests of the company's shareholders.
• Clawback: Section 10 (Clawback) of the remuneration policy has been amended in alignment with the wording of section 4.1.6 of the Danish Recommendations on Corporate Governance dated 2 December 2020 issued by the Danish Committee on Corporate Governance.

Re item 10.3 on the agenda - Renewal of the Board of Directors' authorization to increase the B share capital (article 9e of the Articles of Association).

The existing authorization to increase the B share capital set out in article 9e of the Articles of Association is effective until 12 December 2022. The Board of Directors proposes that the general meeting renews the existing authorization to increase the B share capital with and without pre-emption rights until 14 December

2026 entailing that article 9e of the Articles of Association is amended as follows:

"Until 14 December 2026, the Board of Directors shall be authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 12,885,197 Class B shares. Capital increases must be paid up in full in cash and with a pre-emption right for the company's existing holders of Class A and Class B shares at a price determined by the board of directors.

Until 14 December 2026, the Board of Directors shall be authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 12,885,197 Class B shares. Capital increases may be paid up in full in cash, assets other than cash (contribution in kind) or through the conversion of debt or a combination thereof. Capital increases shall be effected at a price to be determined by the Board of Directors, always provided, however, that the price may not be lower than the market price on the date of the resolution, and without the existing holders of Class A and Class B shares having any pre-emption rights.

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