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12

Dec. 2018

Annual General Meeting in Ambu A/S (no. 4)

Ambu A/S held its annual general meeting today 12 December 2018. Below please find information regarding each item on the attached agenda.

The management’s report on the company's activities in the past year – Item 1-2
The shareholders considered the management’s review, and the Annual Report for 2017/18 was adopted. 

Presentation for adoption of the remuneration report – Item 3
The General Assembly adopted the remuneration report as presented by the Board of Directors.

Proposal of the Board of Directors on the appropriation of profit or covering of loss in accordance with the adopted annual report – Item 4
The distribution of the profit for the year was adopted, and dividend of DKK 0.40 per share will consequently be distributed, corresponding to 30% of the net profit.

Approval of the directors' remuneration for the financial year 2018/19 – Item 5
The proposal of the Board of Directors that the general meeting resolves to approve the directors’ remuneration of DKK 4,300,000 for the financial year 2018/19, which is equivalent to the directors’ current remuneration, was adopted as follows:

  • Basic remuneration: DKK 300,000
  • The chairman will receive three times the basic remuneration
  • The vice-chairman will receive twice the basic remuneration
  • The chairmen of the said committees: DKK 150,000
  • Each member of the said committees: DKK 100,000
  • There is no remuneration to the nomination committee

Election of Chairman of the Board – Item 6
Jens Bager was re-elected Chairman of the Board.

Election of Vice-chairman of the Board – Item 7
Mikael Worning was re-elected Deputy Chairman of the Board. 

Election of other members of the Board – Item 8
Oliver Johansen, Allan Søgaard Larsen, Christian Sagild and Henrik Ehlers Wulff were re-elected for the Board.

Election of auditor – Item 9
Ernst & Young Godkendt Revisionspartnerselskab (“EY”) was re-elected as the company auditors.

Authorisation to the Board of Directors to acquire treasury shares – Item 10.1
In accordance with section 198 of the Danish Companies Act, the general meeting authorized the Board of Directors in the period up to and including 11 December 2023 and in one or more stages to acquire treasury shares for a nominal value of up to DKK 12,563,730 corresponding to 10% of the company’s share capital, provided that the purchase price does not deviate by more than 10% from the most recently quoted market price for the company’s B-shares at the time of the acquisition.

Update of the remuneration policy, including the overall guidelines for an incentive programme for the Board of Directors and Executive Board – Item 10.2
The Board of Directors was authorized to update the remuneration policy, including an incorporation of the overall guidelines for an incentive programme for the Board of Directors and Executive Board into the remuneration policy, in accordance with the draft remuneration policy appended as appendix 10.2 to the complete proposals available at the company’s website www.ambu.com.

Authorisation to the Chairman of the meeting – Item 11
The chairman of the meeting, with full right of substitution, was authorised to apply for registration of the resolutions passed and to make any such amendments thereto as the Danish Business Authority or other authorities may require or request as a condition for registration or approval, as well as to continuously make and apply for registration of linguistic and other non-substantive adjustments to the company’s Articles of Association.

View video
You can watch the entire annual general meeting on video.

Download
You can download this company announcement (pdf)

21

Nov. 2018

Capital increase in connection with exercise of warrants (no. 3)

In December 2015, Ambu A/S issued 770,000 warrants, each warrant entitling the holder to subscribe for one Class B share with a nominal value of DKK 0.50. 46 individuals participate in the 2015 scheme. The vesting period is three years and can therefore be exercised in the trading window that opened on 13 November 2018 in connection with Ambu’s Annual report for 2017/18.

Since 13 November 2018, instructions have been received to exercise warrants as follows:

  • 2015 scheme: Four individuals have issued instructions to exercise a total of 105,000 warrants at the agreed exercise price of DKK 39.26 per share with a nominal value of DKK 0.50.

Today Ambu’s Board of Directors decided to carry out the capital increase relating to the exercised warrants.

As a result of the capital increase, the share capital of Ambu will be increased by a nominal amount of DKK 52,500 from DKK 125,637,300 to DKK 125,689,800 through the issue of 105,000 Class B shares.

Following this and in consideration of the employees having left the company, there are 650,000 remaining warrants under the 2015 scheme being held by 39 individuals.

The new B shares are expected to be admitted to trading and official listing on NASDAQ Copenhagen A/S on 27 November  2018 under the ISIN code of Ambu A/S’ existing B shares (DK0060946788).

Under section 10 of the Danish Executive Order on disclosure requirements for issuers, Ambu A/S is to announce the total share capital and the total voting rights by the end of a month in which any change of the share capital was effected. The table below shows the total share capital and the total voting rights of Ambu A/S after the capital increase.

  Number of shares
(nominal value DKK 0.50)
Nominal value
(DKK)
Voting rights
A shares 34,320,000 17,160,000 343,200,000
B shares 217,059,600 108,529,800 217,059,600
Total 251,379,600 125,689,800 560,259,600


Download this announcement as pdf: Company announcement no 3 2018/19

13

Nov. 2018

Annual report 2017/18 (Earnings release) (no. 2)

Ambu ends the year with 15% organic growth and an EBIT margin of 21.6%. Following a 2.5 percentage point EBIT margin increase, Ambu is on track to realising the targets of its 2020 strategy.

We have now come to the end of the first year of our three-year strategy period, and we have created solid growth in our business. Our key figures and ratios are satisfactory, and we are positive about the future. In the coming years, we will launch new and innovative products and so help to address some of the challenges facing hospitals and healthcare professionals. Our focus – and the focus that drives Ambu every single day – is on contributing to making devices available to doctors and patients that are absolutely clean,” says President & CEO Lars Marcher.

Highlights
Q4 2017/18

  • Organic growth of 15% (14%) was realised in Q4 in local currencies, based on revenue of DKK 729m (DKK 629m). All three regions reported double-digit growth.
  • EBIT increased to DKK 165m (DKK 134m) with an EBIT margin of 22.6% (21.3%).

FY 2017/18

  • Revenue for the financial year was DKK 2,606m (DKK 2,355m) based on organic growth in local currencies of 15% (14%). All three regions also reported double-digit growth for the full year.
  • EBIT was up 25% at DKK 563m (DKK 450m), with an EBIT margin of 21.6% (19.1%).
  • Total tax on profit for the year was recognised at 28% (23%).
  • Net profit for the year was up 12% at DKK 337m (DKK 301m).
  • The Board of Directors proposes that dividend of DKK 0.40 (DKK 0.37) be paid per share, corresponding to an increase of 8% and an unchanged pay-out ratio of 30%.
  • Net working capital at the end of the year was DKK 535m (DKK 457m), corresponding to 21% (19%) of revenue for the year.
  • Free cash flows totalled DKK 321m (DKK 321m), and gearing was 1.8 (1.4).
  • Ambu’s Visualisation business continued the positive development, and in 2017/18 560,000 single-use endoscopes were sold against 364,000 last year, corresponding to a growth rate of 54% (82%).
  • The acquisition of Invendo Medical GmbH was closed on 25 October 2017 based on a cash payment of EUR 115m and an agreement on an additional payment of contingent consideration of up to EUR 110m, of which a sum of EUR 10m was paid following FDA approval of the colonoscope (SC210) in January 2018.

Outlook 2018/19
The management’s outlook for 2018/19 is unchanged relative to the most recently announced outlook on 4 October 2018:

  • Organic growth in local currencies of approx. 15-16% 
  • EBIT margin of approx. 22-24% 
  • Free cash flows before acquisitions of approx. DKK 400-475m.

A conference call is being held today, 13 November 2018, at 11.00 (CET). Please call the following number five minutes before the start of the conference: +45 3544 5580. The conference can be followed via www.ambu.com/webcastQ42018 and is held in English. The presentation can be downloaded immediately before the conference call via the same link. 

The company’s annual general meeting will be held on 12 December 2018 at 13.00 at Hotel Scandic Copenhagen, Vester Søgade 6, 1601 Copenhagen, Denmark.

Downloads
You can download:

Annual General Meeting 2018
(Generalforsamling 2018)

The AGM was held on 12 December in Copenhagen. See full video transmission

Go to Annual General Meeting

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Upcoming events

03

Jan. 2019

Silent period until Q1 release

07

Jan. 2019

37th Annual J.P. Morgan Healthcare Conference

San Francisco
7-10 January 2019

31

Jan. 2019

Report for Q1 2018/19

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