Articles of Association of Ambu A/S

Company name, domicile and object

Article 1

The name of the Company shall be Ambu A/S.

The Company shall also operate under the secondary names of Testa-Laboratorium A/S (Ambu A/S), Ambu International A/S (Ambu A/S), Medicotest A/S (Ambu A/S), Medicom A/S (Ambu A/S), Mediplan A/S (Ambu A/S) and Vivo Scientific A/S (Ambu A/S).

Article 2

The Company shall be domiciled in the Municipality of Ballerup, Denmark.

Article 3

The object of the Company shall be to engage in manufacturing and trading primarily within the medico-technical field and other related activities in Denmark and abroad. The Company can as a shareholder and/or as a partner through investing, lending and credit facilitating activities be interested in other companies or business having objects identical to those set out above.

The Share Capital of the Company

Article 4

The share capital of the Company shall be DKK 117,863,820, say one hundred seventeen million eight hundred and sixty-three thousand eight hundred and twenty Danish kroner 00/100 (11,786,382), divided into shares of DKK 10.00 each or multiples thereof.

Keeper of Register of Shareholders

Article 5

The Company has appointed VP Securities Services, Helgeshøj Allé 61, 2630 Taastrup, Denmark, keeper of the Company’s Register of Shareholders for all shares issued by the Company.

Classes of Shares

Article 6

The Company’s share capital shall be divided into Class A shares with a nominal value of DKK 17,160,000 (1,716,000 Class A shares) and Class B shares with a nominal value of DKK 100,703,820 (10,070,382 Class B shares). Each shareholding of Class A shares of DKK 10 shall carry ten votes and each shareholding of Class B shares of DKK 10 shall carry one vote at the Company's general meetings.

In the event of an increase of the Company’s share capital, new shares shall be offered to the existing shareholders unless such increase is effected through contributions in kind or through the conversion of debt in compliance with the rules set out in Sections 78, 79 and 80 of the Danish Companies Act (Aktieselskabsloven) and the provisions stipulated in Article 16 of the present Articles of Association or as otherwise resolved by the general meeting in observance of the above-mentioned rules.

In the event that an increase involves both Class A and Class B shares, such increase shall be effected on a pro rata basis to maintain the relationship between the two share classes. Should an increase be effected with a pre-emptive right of subscription for existing shareholders, holders of Class A shares shall enjoy a pre-emptive right to subscribe new Class A shares, and holders of Class B shares shall enjoy a pre-emptive right to subscribe new Class B shares. Should an increase be effected in respect of one share class only with a pre-emptive right of subscription for existing shareholders, all shareholders shall enjoy a right to subscribe new shares in proportion to their existing shareholdings.

In the event of the creation of new share classes, holders of Class A and Class B shares shall enjoy the same right to proportional subscription of new shares.

Article 7

The share capital has been fully paid in.

No shareholder shall be under an obligation to have his or her shares redeemed, either wholly or partially.

Class A shares shall be issued in the name of the holders and be recorded in the Company's Register of Shareholders. Class B shares shall be issued to bearer, such bearers being entitled, however, to be recorded in the Company's Register of Shareholders.

Class A shares shall be non-negotiable instruments. Class B shares shall be negotiable instruments.

No transfer of Class A shares whatsoever shall be effected without the Board of Directors having been notified thereof in advance.

No transfer or any other form of assignment of Class A shares shall be effected at a price exceeding the price quoted by the Copenhagen Stock Exchange in respect of the Company’s Class B shares at the time of transfer, unless the transferee submits an offer to acquire all Class A and Class B shares from all holders of such shares at a price identical to the transfer price. If the holding of Class A shares transferred represents less than five per cent of the Class A share capital at the time of transfer and if the transferee, as a result of the transfer, does not become the holder of shares representing more than half the votes attaching to all shares of the Company, such transfer or other assignment can be effected at the price quoted by the Copenhagen Stock Exchange in respect of the Company’s Class B shares at the time of transfer plus ten per cent without being subject to the present provision.

The above Article 7 (6) shall not, however, apply if the transferee is a descendant of dr. Holger Hesse, the spouse of a descendant of dr. Holger Hesse, a company controlled by a descendant of dr. Holger Hesse or the spouse of a descendant of dr. Holger Hesse or a foundation or similar body affiliated with descendants of dr. Holger Hesse or spouses of a descendant of dr. Holger Hesse.

Class B shares shall be freely negotiable.

No shares shall enjoy special rights other than those set out in Articles 6, 7, 15 and 16 of the present Articles of Association.

Article 8

Should the Company’s Class B shares be listed on the Copenhagen Stock Exchange, such Class B shares shall be registered with VP Securities Services (Værdipapircentralen) and any rights attaching to such Class B shares shall be reported to VP Securities Services in compliance with the rules applicable thereto.

Following the listing of Class B shares on the Copenhagen Stock Exchange, any dividend payable to the holders of Class B shares shall be paid via VP Securities Services (Værdipapircentralen) and be deposited into registered dividend accounts with VP Securities Services.

The Company’s Register of Shareholders can, at the discretion of the Board of Directors, be kept either by the Company or by a non-company keeper of the Register of Shareholders appointed by the Board of Directors.

Article 9

The shares shall be cancellable without judgment in pursuance of such statutory rules as may from time to time apply to the cancellation of negotiable instruments.

Authorisations

Article 9a

Until 1 December 2011, the Board of Directors shall be authorised to increase the Company's share capital by subscription for new B-shares in one or more issues by up to a nominal amount of DKK 2,000,000 B-shares, corresponding to 200,000 B-shares, without the existing shareholders having any pre-emption rights. The new shares shall be offered to the employees of the Company and/or its subsidiaries according to specific guidelines laid down by the Board of directors and in accordance with applicable tax provisions on employee shares.

Until 1 December 2011, the Board of Directors shall be further authorised to increase the Company's share capital in one or more issues by up to a nominal amount of DKK 2,000,000 B-shares, corresponding to 200,000 B-shares, by is-suing bonus shares to the employees in the Company and/or its subsidiaries at an aggregate value of up to the applicable fixed limit to each employee from time to time as set out in section 7A (1) (2) of the Danish Tax Assessment Act (or any provision replacing section 7A (1) (2)).

The Board of Directors can only exercise the authorisations granted in Article 9a (1) and (2) within a joint limit amounting to a nominal amount of DKK 2,000,000 B-shares, corresponding to 200,000 B-shares. The limit can be exercised wholly or partly and under either or both of the authorisations in the Board’s absolute discretion.

All new shares shall be subject to the same rules as the existing B-shares of the Company. The shares shall be issued to the bearer; however the shares may be registered in the name of the holder in the Company's register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares.

General Meetings

Article 10

The general meeting shall be the supreme governing body in all matters pertaining to the Company within the limits contained in legislation and the present Articles of Association.

General meetings of the Company shall be held in the Company's municipality of registration or in the Municipality of Copenhagen.

General meetings shall be convened by the Board of Directors giving a minimum of fourteen days’ notice and a maximum of four weeks’ notice.

Announcements of general meetings shall be made in two leading Danish daily newspapers. Moreover, a written notice shall be sent to all shareholders registered in the Company’s Register of Shareholders having so requested.

The notice shall be accompanied by the agenda for the general meeting. In the event that proposals are to be considered the adoption of which requires a special majority, this shall be specifically stated in the notice and the full wording of such proposals shall be stated in the notice.

Eight days before each general meeting, the agenda and the complete wording of the proposals to be considered by the general meeting shall be made available for review by the shareholders at the Company’s offices. Prior to the annual general meeting, the audited annual report with the statement by the Executive Board and the Board of Directors on the annual report and the auditors’ report as well as the consolidated accounts shall also be made available for review at the Company’s offices. The same documents shall be sent to all shareholders registered in the Company’s Register of Shareholders having so requested.

Article 11

All shareholders shall be entitled to attend general meetings. Shareholders shall be entitled to attend in person or by proxy, and each shareholder shall be entitled to be accompanied by an advisor. In all cases, it shall, however, be a condition that the shareholder has taken out an admission card for him or herself as well as an admission card for any accompanying advisor within five calendar days of the general meeting at the latest.

When requesting the issue of an admission card, each shareholder shall document his or her right of admission by presenting shares or by reference to his or her registration in the Company’s Register of Shareholders. Following the listing of the Company’s shares, shareholders can document their right of admission by presenting proper documentation from his or her depository bank, such documentation being dated no earlier than fourteen days prior to the time of taking out the admission card.

Voting rights can be exercised by a written instrument of proxy issued to a person who shall not necessarily be a shareholder in the Company. Instruments of proxy shall be considered valid until revoked by written notification to the Company unless any such instrument of proxy contains any provision to the contrary. No instrument of proxy shall be issued with a duration exceeding one year.

The exercise of voting rights attaching to shares acquired through transfer shall be subject to the shares having been registered in the Company’s Register of Shareholders or the shareholder having reported and documented his or her acquisition prior to the date of the notice of a general meeting. Notwithstanding that voting rights cannot be exercised, the shareholding transferred shall, however, be considered to be represented at the general meeting provided that prior to the general meeting the shares have been registered in the Company’s Register of Shareholders or provided that the shareholder has reported and documented his or her acquisition.

Article 12

The annual general meeting shall be held in such good time as to allow the audited and adopted annual report to be submitted to the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) within four months of the end of the financial year at the latest.

The agenda of the annual general meeting shall include the following items:

Management’s review of the Company’s activities in the past year.
Presentation of the annual report and the consolidated annual report for adoption.
Proposal by the Board of Directors concerning the appropriation of profits or the cover of losses in accordance with the adopted annual report.
Resolution on the discharge of the obligations of Board of Directors and Executive Board.
Election of members to the Board of Directors.
Appointment of auditors.
Any proposals from the Board of Directors or from shareholders, including any resolution authorising the Company to acquire treasury shares.

Proposals from shareholders shall, in order to be considered by the annual general meeting, be submitted to the Company within two months of the end of the financial year.

Article 13

Extraordinary general meetings shall be held when so decided by a general meeting, Board of Directors or an auditor or when so requested of the Board of Directors in writing by shareholders owning at least one-tenth of the share capital. Any such request by shareholders shall specify the matters to be considered at the general meeting. Such extraordinary general meeting shall be convened within fourteen days of receipt of the request by the Board of Directors.

Article 14

The general meeting shall be chaired by a chairman appointed by the Board of Directors.

The chairman shall preside over the general meeting and decide all questions pertaining to the consideration of the items on the agenda.

The proceedings of the general meeting shall be entered in a minute book which shall be signed by the chairman of the meeting and by all members of the Board of Directors present.
Within two weeks of the date of the general meeting, such minute book or a certified copy thereof shall be made available for review by shareholders at the Company’s offices.

Voting Rights

Article 15

At general meetings, each shareholding of Class A shares of DKK 10 shall carry ten votes and each shareholding of Class B shares of DKK 10 shall carry one vote.

Article 16

At the general meeting, all resolutions shall be adopted by a simple majority of votes, unless the Danish Companies Act (Aktieselskabsloven) or the present Articles of Association provide special rules on representation and majority.

Any amendment of Article 7 (6) of the present Articles of Association shall be subject to holders of Class B shares owning at least two-thirds of the Class B share capital represented at the general meeting voting in favour of a resolution to this effect.

Board of Directors and Executive Board

Article 17

The Company shall be managed by a Board of Directors, consisting of four to eight members elected by the general meeting. To this number comes such members as are elected pursuant to the Danish statutory rules governing employee representation on boards of directors.

The members elected by the general meeting shall resign every second year. Directors are eligible for re-election. The age limit shall be sixty-five years for newly elected members and seventy years for re-elected members.

The remuneration payable to members of the Board of Directors shall be determined by the general meeting.

Article 18

The Board of Directors shall keep minutes of the business transacted at board meetings and such minutes shall be signed by all members present at meetings.

The Board of Directors shall elect a chairman and a vice-chairman from among its members.

The Board of Directors may confer power of procuration, either individually or collectively.

The Board of Directors shall generally establish rules of procedure for its duties.

The Board of Directors shall be charged with the appointment of an Executive Board.

Signatories for the Company

Article 19

Signatories for the Company shall be the chairman of the Board of Directors jointly with one member of the Executive Board or two members of the Board of Directors; or two members of the Board of Directors jointly with one member of the Executive Board.

Auditors

Article 20

The Company’s annual report shall be audited by one or two auditors to be appointed by the general meeting, of which at least one shall be a state-authorised public accountant, who shall be appointed for a one-year period at a time. Auditors shall be eligible for re-appointment.

Article 21

The Company’s financial year shall run from 1 October to 30 September.

As adopted at the Company’s annual general meeting on 19 December 2006.

As chairman of the meeting:
Frantz Palludan