Ambu A/S : Completion of accelerated bookbuild offering (no. 9)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Completion of accelerated bookbuild offering

Ambu A/S ("Ambu" of the "Company") has completed its offering of new B shares and existing treasury B shares (together the "Shares") through an accelerated bookbuilding process (the "Offering").

Further to company announcements no. 6 of 27 January 2021, Ambu has successfully completed an accelerated bookbuild offering to raise gross proceeds of DKK 1.3 billion (corresponding to 4,711,832 new B shares and 250,000 existing treasury B shares, in aggregate corresponding to 2.0% of Ambu's issued shares and registered share capital, at a sales price of DKK 262 per share).

The Offering was made pursuant to applicable exemptions from the obligation to publish a prospectus in a directed issue and private placement and subscribed for by eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Ambu's existing shareholders. Ambu and the members of its board of directors and management have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions).

Capital increase

Subject to settlement, the share capital increase will be registered with the Danish Business Authority and the share capital of Ambu will hereafter consist of 223,233,932 B shares of DKK 0.50 each, together with 34,320,000 A shares of DKK 0.50 each, equivalent to a registered share capital of DKK 128,776,966.

The new B shares represent approximately 1.86% of Ambu's registered share capital before the capital increase and will account for approximately 1.83% of Ambu's registered share capital upon completion of the capital increase.

Admission to trading and official listing

The new B shares will be issued under the temporary ISIN code DK0061531787. No application for admission to trading and official listing has been, or will be, filed for the new B shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S for subscription of the new B shares. The temporary ISIN code in VP Securities A/S will be merged with the permanent ISIN code for the existing B shares, DK0060946788, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new B shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around 2 February 2021.

The admission to trading and official listing of the new B shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.

Ambu
Company announcement no. 9 2020/21	28 January 2021	Page 1

Joint global coordinators and joint bookrunners

Danske Bank A/S, J.P. Morgan AG and Nordea Danmark, filial af Nordea Bank Abp, Finland acted as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.

Expected timetable for the offering
Date		Event
Expected Monday 1 February 2021		Settlement and payment for the Shares
Expected Monday 1 February 2021		Registration of the capital increase with the Danish Business Authority
Expected Tuesday 2 February 2021		Admission to trading and official listing of the Shares on Nasdaq
		Copenhagen A/S

New shares

The new B shares will rank pari passu in all respects with existing B shares in Ambu. The new B shares will be negotiable instruments, and no restrictions will apply to their transferability. No B shares, including the new B shares, carry or will carry any special rights. Rights conferred by the new B shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The B new shares must be registered in the name of the holder in the Company's register of shareholders.

About Ambu

Ambu has been bringing the solutions of the future to life since 1937. Today, millions of patients and healthcare professionals worldwide depend on the efficiency, safety and performance of Ambu's single-use endoscopy, anaesthesia, and patient monitoring & diagnostics solutions.

Headquartered near Copenhagen in Denmark, Ambu employs approximately 4,000 people in Europe, North America and the Asia Pacific. Ambu is listed on the Nasdaq Copenhagen stock exchange. The company generated sales of DKK 3.6 billion (EUR 480 million) in the 2019/20 financial year. For more information visit: www.ambu.com.

Contacts

Investors

Michael Højgaard, CFO, [e-mail] / [phone]

Nicolai Thomsen, Director, Investor Relations, [e-mail] / [phone]

Media

Mikkel Trier Wagner, Director, Corporate Communications, [e-mail] / [phone]

Ambu A/S, Baltorpbakken 13, DK-2750 Ballerup, Denmark, Tel.: [phone], CVR no.: 63 64 49 19, www.ambu.com

DISCLAIMER

This company announcement contains forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties, in particular this announcement should not be construed as a confirmation neither that the Offering will complete, nor of the deal size or the price. Therefore, actual future results and trends may differ materially from what is forecast in this report due to a variety of factors.

This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation.

This announcement is 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, the "United States"), Canada, Japan, South Africa, Hong Kong or Australia, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is unlawful.

Ambu
Company announcement no. 9 2020/21	28 January 2021	Page 2

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa, Hong Kong, Australia or any other jurisdiction in which such offers or sales are unlawful (the "Excluded Territories"). Any failure to comply with this may constitute a violation of US, Canadian, Japanese, South African, Hong Kong or Australian securities laws or the securities laws of other states as the case may be.

The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws 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 U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States. The securities offered in connection with the 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, 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 elsewhere.

This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the "Prospectus Regulation"). The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of the Prospectus Regulation.

This announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 and either (i) persons who have professional experience in matters relating to investments falling within Article 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 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons.

This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area or the United Kingdom who are not Qualified Investors, and (ii) in the United Kingdom 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, or the Joint Global Coordinators or Joint Bookrunners, 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 the company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

The Joint Global Coordinators and Joint Bookrunners and each of their affiliates are acting exclusively for Ambu A/S and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Ambu A/S for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Ambu
Company announcement no. 9 2020/21	28 January 2021	Page 3