Ambu A/S (AMBUB) Earnings Call Transcript & Summary

December 13, 2023

Nasdaq Copenhagen DK Health Care Health Care Equipment and Supplies shareholder_meeting 105 min

Earnings Call Speaker Segments

Jørgen Jensen

attendee
#1

Good afternoon. I would like to welcome all of you to Ambu's Annual General Meeting, which once again takes place at our headquarters here in Ballerup. My name is Jørgen Jensen, and I'm the Chair of Ambu's Board, and I'm also the host of today's meeting. With me on stage, I have the Chairman of the AGM, Niels Kornerup; and Ambu's CEO, Britt Meelby Jensen. In the room, we also have several of my colleagues from the Board, including Simon Hesse Hoffmann and Susanne Larsson and our 3 employee-elected members, Charlotte Elgaard Bjornhof, Jesper Bartroff Frederiksen and Thomas Bachgaard Jensen. It's a pleasure to see so many people here today, and several are also participating online. And I would like to warmly welcome you all. I look forward to a good AGM. For Ambu, it has been a year of transformation with good progress and results. In a moment, I and CEO, Britt Meelby Jensen, will report on the past year and we are both looking forward to that. But first, I'll give the floor to attorney-at-law, Niels Kornerup who has been elected by the Board as the Chairman of the AGM.

Niels Kornerup

attendee
#2

Thank you for appointing me Chairman of the Annual General Meeting in Ambu A/S. I hope we will have a good meeting and a good debate. As the Chairman mentioned, we have shareholders present in the room participating physically in the AGM and we also have shareholders following their proceedings online via the webcast. Shareholders who wish to participate electronically in the debate should log into the investor portal. It is not possible to ask questions electronically if you are watching the proceedings via the webcast on the company website. The transmission from the webcast will be recorded so that you can view or review the AGM via the company website. My first task as Chairman of the AGM is to conclude that the AGM has been legally convened and is quorate. Before the AGM started, I have concluded that the convening notice was sent out in due time and fulfills the legal requirements in the Articles of Association and the Danish Companies Act. So, unless there are any objections, I'm going to conclude that this AGM has been lawfully convened and is competent to transact the business on the agenda. Do I have the support of the General Meeting? That seems to be the case. Thank you very much. That will appear from the minutes. I can tell you that when checking the entry register just before the AGM, we could see that 79 people were present. Out of these, 66 were shareholders and 13 were guests, journalists and so on. Just before we started, we could also conclude that 87.26% of the votes are represented after a deduction of treasury shares. And when it comes to the share capital, we have 72.48% represented. The Board of Directors has received a number of proxies and postal votes before the AGM started, corresponding to 28.9% of the represented votes and 86.7% of the represented share capital. Furthermore, A shareholders are represented with a total of 68.4% of the votes and 17.8% of share capital. I can mention that all of the proposals and the proposed candidates from the Board of Directors have great backing already. I can also mention that 39 participants are following the proceedings via the webcast and we will make sure that we take this into account. The final figures will appear from the minutes. At previous years' AGMs, we have mentioned the provision in Section 101(5) in the Danish Companies Act about a complete account. This provision means that there must be a complete account of the voting for each item on the agenda or each vote on the agenda, even though the result is quite clear. We can depart from this requirement, however, if the shareholders agree, and I hope we can do that again this year. Just like previous years, if I have the backing of the General Meeting, we will do that again this year. Thank you very much. Shareholders who wish to follow the AGM via the investor portal can ask questions through the portal in writing. I will receive these questions on my iPad, and I will make sure that they are answered. There will be no opportunity to vote, however, through the investor portal. And therefore, shareholders have been encouraged in the convening notice to either vote by proxy or postal vote before logging in to the AGM. If you have any technical questions or issues, you can contact Euronext securities by phone. Their phone number is 4358894 and the country code is 45. Finally, I can ask the people attending in the room to show me their access cards, if you wish to speak, and I will make sure to allocate speaking time to each of you. The agenda has been sent out with the convening notice and you can see it on the screens behind me. Item 1 is the management's review of the company's activities in the past year. Item 2 is the presentation of the annual report and the consolidated financial statements for adoption. Item 3, presentation for adoption of the remuneration report. Item 4 is the proposal on the appropriation of profit in accordance with the adopted annual report. Item 5 is the approval of the Board of Directors' remuneration for the current financial year. Item 6 is the election of Chair of the Board of Directors; Item 7, election of Vice Chair of the Board of Directors; Item 8, election of other members, and Item 9, election of auditor. Item 10 are proposals from the Board of Directors. And this year, we have 4 proposals. First of all, a proposal for renewal of the authorization to increase the B share capital and the next 3 proposals all have to do with the indemnification scheme as proposed by the Board of Directors. A is the adoption of the scheme itself. Item B is the amendment of the Articles of Association and Item C is the update of the remuneration policy accordingly. And finally, we have Item 11, which is the authorization to the chair of the meeting. That said, we are ready to embark upon the agenda. As usual, we will take the first 4 item as 1, which is the report -- the annual report, the remuneration report and the appropriation of profit. First of all, the Chair of the Board of Directors, Jørgen Jensen and then the CEO, Britt Meelby Jensen, will give a review on the company's activities for the past year, and they will also present the annual report and the remuneration report for the financial year 2022 to '23. After the Chair, the CEO will also tell you about Ambu's strategy and the guidance for the current financial year. And with those words, I pass the floor to the Chair of the Board. The floor yours.

Jørgen Jensen

attendee
#3

Thank you, Niels. Thank you for the floor. Much has happened at Ambu since we last met an AGM. We are now looking back on a year with solid progress, a progress that can be ascribed to Ambu's resilience, solid business system and ability to build a stronger and more customer-focused business. Focusing on understanding and meeting customer needs, we last year launched our transformative ZOOM IN strategy. Thus, we set the course for focused execution to ensure strong profitable growth and we've gotten off to a very good start. In just one year, we have almost doubled our organic revenue growth. We have more than doubled our operating profit and with an improvement of DKK 650 million, we have turned our cash flow from negative to positive. So, we have succeeded in turning around last year's unsatisfactory financial situation. And thus, we have achieved an important milestone and reestablishing us as a leading endoscopy business. Furthermore, to ensure our operational freedom, we have improved our capital structure in the past year. In spring, we decided after careful consideration to do an expansion of capital equivalent to 5% of our total share capital. And this was in connection with our Capital Market Day where we gave an updated picture of our great long-term potential in the market for single-use endoscopy. Our debt has now been reduced to a minimum. And for a growth business like ours, it means that we are more strongly positioned to invest in new opportunities. At the same time, it gives us great operational flexibility to achieve long-term sustainable and profitable growth. But let me make it clear that we are not there yet. We want to achieve more and we have a plan for how to increase our turnover growth and how we achieve a better operating profit. But we have to do it in a way to secure a stable and financially solid Ambu. Our business has 2 strong legs today. Our single-use endoscopy sector, which in the financial year, made up 56% of our total revenue and our sector of anesthesia and patient monitoring, which made up the remaining 44%. It is in our DNA to supply innovative solutions to help health care professionals globally in saving and improving lives. This is a person with a purpose with a great obligation. In the past year, we have expanded our endoscopy business with many important launches. Ambu is now present in the 4 largest endoscopy sectors. This includes pulmonology, ear, nose, throat, urology and gastroenterology. In pulmonology, our portfolio of fifth-generation bronchoscopes is now complete and our global launch is still gaining. We have also strengthened our portfolio in our rapidly growing urology business. First, we launched a new HD cystoscope, which gives our customers better image quality and enables them to perform more complex procedures. And just a few years -- a few weeks ago, we got European market approval for our new urethroscopes, which opens a new door for a new type of procedures for Ambu. Early on, we launched our next generation of innovative endoscopy systems that can be used in both ENT, urinary and pulmonary. The new system gives our customers the benefit of the new software, including advanced imaging and functionality no matter which clinical segment they're working in. Finally, in gastroenterology, 2 new solutions were approved this year. Firstly, our large gastroscope and our colonoscopy solution. We have made important progress in all specialties and the potential to drive it even further is still high. With several projects developing and our growing customer understanding, we are in a strong position to expand the market for single-use endoscopy. For instance, in gastroenterology where we see a long-term potential. This is still an important area for Ambu. Having learned from the approach just a few years ago, we are now more focused in meeting the potential over time. By zooming in on the specific needs of customers, we have identified attractive niches where we can establish a foothold and then expand our impact over time. We have taken the first steps and with our growing portfolio of solutions, we are in a solid position to expand the market in the future. Another subject which interests both customers and employees and shareholders is the sustainability agenda. As a global supplier of medical single-use equipment, Ambu's Board and management feel a great responsibility to be at the vanguard in this area. It's a subject that's central in our strategy. This year, we have moved far and we have also raised our ambitions for the future. For instance, once again, this year, we were recognized by MSCI as an ESG leader in the medtech industry, among 83 businesses. We have also developed a plan that commits us to be Net Zero neutral by 2045. And finally, we launched the world's first endoscope made of bioplastic. The use of this material has great potential as it has a carbon footprint, which is 70% less than ordinary plastic. It is vital for us that we can help our customers be more sustainable. So, we have committed this year to ensure that all our customers from the beginning of the financial year '24-'25 will receive Ambu endoscopes made with bioplastic. With our focus on circular products and packaging and our recycling programs and focusing on reducing the carbon footprint, we and the Board rejoice in the good omens and we look forward to many more important milestones in sustainability in years to come. At the end of the financial year and with the satisfactory results, we have finished the first chapter of Ambu's transformation journey, but there's still a great potential. Long term, we want to ensure 2-digit revenue growth with profitability and focus. In this task, the Board has ensured that the management has the right competencies to fulfill the full potential. The Board and Ambu CEO, Britt Meelby Jensen have decided to recruit a new CFO. From January, Henrik Skak Bender will take over the CFO job from Thomas Frederik Schmidt. Henrik is an experienced leader and CFO with experience from the medtech business where he has driven growth and transformation. I am convinced that Henrik will be a strong contribution to Ambu's further journey. On behalf of the Board, I would also like to thank Thomas for his contribution to the first part of Ambu's growth journey and I wish him all the best in his future endeavors. As a Board, it is our most important task to aid the management in ensuring continued success. In close cooperation, we drive a strong customer focus and chase new market and growth opportunities. We are a growth business and in our transformation journey, trust flexibility and execution are keywords. Focusing on trust, we want to ensure openness and transparency to all stakeholders and focusing on the necessary flexibility, which is required by the unstable macro situation. And last but not least, we are dedicated to delivering on our strategy and our goals for sustainable and profitable growth. Our cooperation internally in the business is also characterized by trust and mutual respect. To qualify our work and competencies going forward, we maintain an annual evaluation process. And in line with good corporate governance, this year, we had an external partner to assist us in evaluation and dialogue. We reached on conclusions in focus areas, which we will use in our work going forward. With this broad perspective, we look forward to doing the work in close cooperation with the management to promote Ambu's success. For this year's AGM, we propose some changes to the makeup of the Board. Vice Chair, Shacey Petrovic is proposed. She was elected to the Board last year, and is a strong addition. She's an experienced international leader, most recently the leader of listed medtech company, Insulet. She contributes with her strong commercial, strategic and managerial competencies from Ambu's largest market, the U.S., and we look forward to benefit from all that in her role as Vice Chair. This means Christian Sagild will step out of that role and continue as an ordinary member of the Board. Henrik Wulf has decided to leave the Board to focus on his still growing task at Novo Nordisk as Head of Production, Quality and IT. I would like to take the opportunity to thank Christian for our great collaboration in leading the Board in the past 3 years. And also thank you to him for his dedication to Ambu's Board in the past 8 years. I believe that with this new Board, we will have the broadest competencies to best support our management in their execution of Ambu's strategy. If the proposed changes are adopted, Ambu's Board will consist of 6 members of the Board elected by the AGM and 3 elected by the employees. Another important job for the Board is preparing the remuneration report. It was sent out to the shareholders with the annual report and is available on our website. Ambu's Remuneration Committee, headed by me, develops a remuneration policy that attracts, motivates and retains competent managers and leaders in both the Board and the management. It also -- the committee must also ensure that the remunerations are in accordance with our business goals and policy. It is the Board's belief that the remuneration report gives a detailed and transparent picture of the remuneration and thus lifts up to the required guidelines. As part of the annual report, we have also proposed that no dividend be paid out this year again. In spite of the fact that we have seen a great improvement of our financial situation and improvement of our free cash flow of DKK 650 million and the capital expansion and debt reduction, we still have potential for improvement. Therefore the Board believes that the profit should be added to the equity to improve the company's financial position so that the profit is directed to ensure strong long-term growth and value creation. When it comes to the development of Ambu's share price in the past year, there's been a stabilized -- it has stabilized compared to previous years. But as all companies who are going through a transformation, it is to be expected that there's some volatility, but we have seen the share price at a more natural level. And that means we can focus on execution and deliver sustainable, profitable growth and long-term value for our shareholders. In closing, I would like to say that we continuously look at the recommendations for good corporate governance and we follow all the recommendations. On behalf of the Board, I would like to warmly thank Ambu's employees for their great commitment and work in the past year. Together, they have adjusted our direction, strengthened Ambu's customer focus and execute the ZOOM IN strategy. Their adaptability speaks to a strong culture that has the potential to take Ambu to new heights. Finally, I would like to thank our shareholders for your continued support to Ambu's transformation journey. We look forward to a new year with focused execution and progress at the center. We are dedicated to delivering on our great potential and thus creating long-term growth for our shareholders. With that, I would like to give the floor to Ambu's CEO, Britt Meelby Jensen.

Britt Jensen

executive
#4

Thank you for the floor, and thank you to those of you attending today, also those of you who are following the proceedings online. Today is a good day, and we have the chance to review the financial year 2022 to '23, which is also my first full financial year as CEO of Ambu. Each year, more than 100 million patients come into contact with our products and treatments and solutions, 2 million people last year benefited from our single-use endoscopes, and with my 4,500 colleagues, we go to work every day dedicated to making a difference. We have a shared goal as a company, which is to reinvent and rethink solutions to save lives and improve treatments for patients all over the world. We are divided into several locations around the world. We work together across cultures and countries. And that also means that our values make up a strong compass as to how we work together and how we create value for our customers and stakeholders. This is all about taking responsibility, cooperating and showing integrity in everything that we do. The financial year '22 to '23 was a year with strong progress for Ambu. As Jørgen mentioned, it's 1 year ago now that we launched our ZOOM IN strategy, which focuses on setting out a clear cause, ensuring efficient execution and putting the customer at the center of what we do. And we have come a long way with our new strategy and we have achieved a lot of good results in the past year. As Jørgen said, we have strengthened our financial platform. We have through a strong customer focus, we have adjusted our sales force, and we have had commercial progress across all of our endoscopy segments. We delivered significant results in all of the strategic areas, which I will get back to later on in my presentation. And in the end, our strategy is focused on delivering a strong organic growth. In the coming year, we are going to build on the achievements of the past year and we're going to be dedicated to rolling out our full potential. Let's look at the financial results. More specifically, we had a revenue of DKK 4.775 billion, corresponding to an organic growth of 7.6% in the past financial year, almost doubling our growth. Looking at our EBIT before special items it landed at DKK 302 million. That corresponds to more than a doubling vis-a-vis the year before. And finally, we have turned around our financial situation when it comes to our free cash flows with an increase of DKK 650 million in free cash flows. Last year, we had a cash flow of minus DKK 458 million. But this year, we turned it around to a positive cash flow of DKK 192 million. We also reduced our net interest-bearing debt, which this year was at 0.7x EBITDA, down from 3.9x, 1 year ago. Looking more closely at where this revenue comes from, we have 2 primary business areas where our endoscopy business and our endoscopy solutions made up 56% of the revenue last year, up from 52% the year before, whereas anesthesia and patient monitoring made up 44%. Geographically, we saw the highest growth in North America, where we grew by 12%. That also means that North America makes up 51% of our total revenue, up compared to 39% in Europe. Looking at our strategy, it's been a year now since we launched the strategy with a focus on strong profitable growth and we've seen progress across all areas. Our focus on driving a strong innovation agenda is based on a keen insight into the needs of our clients. And as Jørgen mentioned, that has led to several approvals of new endoscopy solutions in the past year. I will get back to that, but we passed another important milestone because 1 year ago, we made sure that all of our products are ready to live up to the new EU medical device regulation. And we are one of the first companies to achieve that milestone. We've also seen good progress when it comes to strengthening our execution ability and that is the basis of the transformation program that we launched together with our strategy. We have taken several concrete steps to increase our profitability. For instance, we have reduced our global footprint when it comes to our presence across countries. So, instead of having sales in 100 countries, we are now only in 60 countries where we are profitable. Another concrete step is that we have increased our prices across a number of areas to make sure that we are profitable in some location quite significant price increases at that. Sustainability is also an important priority in our strategy and talking about sustainability, we have a strong focus on 2 things. Firstly, to ensure responsible operations and secondly, to develop circular products and packaging. On both accounts, we have seen significant progress and I'm going to get back to the concrete achievements here. Finally, our most important asset is our employees. And in the past year, we've also been focusing on setting our employees up for success. We have carried out adjustments and improved our organizational setup. We've also improved the way we work. We have updated our purpose and our values. And finally, we have strengthened our top management. Let's sum up our individual business areas, starting with anesthesia and patient monitoring, anesthesia makes up 23% of our total revenue whereas patient monitoring constitutes 21%. We have a strong and stable market position in these segments. And we have 2 main focus areas in this part of our business. Firstly, to ensure profitable growth and secondly, we focus on our innovation within these business areas. Here, we focus on limited areas where we create innovation in areas where we see a great potential. The primary part of our growth comes from our endoscopy business and that will continue to be a driver for growth in the future. In the past year, we saw a 15% growth in our endoscopy business and we report on 2 different parts of this business area. One of them being pulmonology, which is still our biggest segment with 31% of total revenue. After a few years, where this segment was particularly affected by COVID, we are now back to normal and saw a 2% growth in the past year. But looking at the past -- the second half of the past year, we saw a 16% growth. The rest of our endoscopy business that is urology, ear, nose, throat and GI now constitutes 25% of total revenue and we grew by no less than 38% in this segment in the past year. There is also the endoscopy business that we allocate the primary part of our R&D and commercial resources to. We have a great focus on meeting the needs of the customers. But let us look more closely at the specific areas to see the progress we have made. We have the strongest and broadest portfolio of single-use endoscopes in the world. And in the past year, we have expanded our portfolio with several new approvals all the while continuing to develop a number of development projects. Behind me, you can see an overview of our solutions. The one with the red are solutions we already have in the market and where we haven't seen any changes in the past year. The ones with the blue dot are either new or updated solutions and the green ones, the ones with the green dot are solutions that are still under development. Our solutions within the ear, nose, throat markets are unchanged. Within pulmonology, we strengthened our portfolio with an approval of all of the versions of our aS 5 scopes, which is the most advanced single-use endoscope in the market and the only one that can be used for the most complicated procedures. Within the GI business area, we also saw a number of approvals for new solutions. We see a great potential within this area and we expect a lot in the longer term. But we are moving ahead gradually with a focus on the niches with the greatest possible potential and benefits. And for now, with a limited amount of commercial resources. Urology is a great growth area. And also here, we expanded our portfolio with assisted scope for more advanced procedures and more recently with the ureteroscope, which gives us access to a completely new area within neurology. Finally, we are still focusing on developing our systems aBox 2 and aView 2 Advance, which support our endoscopes across the portfolio with the monitor and with more advanced software. Going forward, we're focusing on working with the software in these systems so that we can make improvements across the entire portfolio. At the same time, we are working on optimization and bringing new solutions to market. For instance, a Video Laryngoscope within pulmonology, and we are also working on AI solutions to be used across our portfolio. Another important element is sustainability. That is something we are very much dedicated to in Ambu. And as mentioned, we have to find 2 specific areas here; ensuring responsible operations and developing circular products and packaging. In the past year, we have seen good progress within both of these areas. We have sent in our 2030 goals to science-based target initiative and we are continuously working on accessing better and more sustainable energy sources. And we have also optimized our production to reduce water use and waste by 7.7% and 7.4%, respectively, in the past year. On the product side, we are testing reuse of our endoscopes. We seek to improve the materials we use. And as Jørgen also mentioned, we launched the world's first endoscope made with bioplastics. And let me look at that more closely. A few months ago, we had an improvement approval of our aScope Gastro Large, which is the world's first gastroscope made with bioplastics. That sets new standards for single-use sustainability within our industry. And for us, that's the first step towards implementation of bioplastics in all of our endoscopes, which we expect to phase in over the next 12 months. That is an important step in transforming the entire industry towards sustainable endoscopy. We're also reducing our CO2 footprint in the handle with the material with a 70% lower CO2 carbon footprint by going from traditional ABS plasticto bio-ABS plastics. This initiative, among other initiatives contributes to helping our customers become more and more sustainable. And there's no doubt that we see with our customers on the day-to-day that this is increasingly a priority to our customers, being more sustainability. So, our focus on sustainability is a strong competitive advantage as we are pioneers here. And it's also an example of how we take the responsibility upon us to create a more sustainable future. In Ambu, we have a strong and focused management team. And during the past year, we have strengthened our management team even further to make sure that we are well equipped to deliver on our strategy and on our great potential. A year ago, we welcomed Sanne as Chief People Officer. On the 1st of May, Henrik became our COO as the Operations Officer. And as of the 1st of August, we welcomed Finn as our new CTO and responsible for R&D. And on the 1st of January, we will welcome Henrik Skak Bender as our new CFO. Finally, we will be welcoming a new Marketing Chief on the 1st of February. So all in all, we have a strong team, which focuses on future value creation with the rest of the organization. Looking forward, we are in a very strong position to deliver success in the future. We have launched a transformation program with a focus on driving strong profitable growth. We have a scalable business model, which still has a great potential for optimization and improving our way of working even further. We have a strong foundation with the broadest portfolio to maximize growth in our endoscopy business. We have a balanced approach to growth and profitability, looking at our anesthesia and patient monitoring business and we continue to invest in research and development to make sure that we stay ahead of the game. We invest about 7% of our total revenue. And the majority of these investments go into our endoscopy business. And in this area specifically, we are well above investing 10% of revenue. So, we have an important position as market leader within single-use endoscopy. And that's very important when we look at the great potential there is in this market. Each year, 100 million procedures with endoscopes are carried out in the countries that we focus on. As the first company to develop a single-use endoscope and as market leader, we cover about 2% of this market. And we estimate that other players in this market constitute a maximum of 1%. That means that 97% of the procedures carried out with endoscope each years each year are carried out with reusable endoscopes that must be cleaned after each use. And here, we see a huge potential. We estimate that our portfolio today has the right quality and the right features to be able to cover about 23 million out of the 100 million procedures in the market. And our colleagues in research and development are focused on constantly improving our solutions so that they can cover the needs and requirements for even more procedures in the market. The illustration behind me shows that pulmonology, which is where we started about 15 years ago, has the highest penetration rate. And after launching our aScope 5, we can fulfill the needs at most of our customers. We were also the first companies launching a single-use endoscope within urology and ear, nose, throat about 4 to 5 years ago, and that is where we see the second largest penetration rate. And finally, we have the GI area. Gastroenterology, which is the area with the most endoscopies. About 60% of all endoscopies are within this area. And in the past year, we have strengthened our portfolio here. And in the longer term, we see a lot of potential here. Let me give you an overview of what drives the demand for single-use endoscopes. There are 4 primary reasons why customers will replace reusable endoscopes with single-use ones. And these 4 criteria are weighted differently depending on which segment we look at. First of all, many doctors see the benefit from a less labor-intensive product. A single-use endoscope means that you don't need to have employees at the ready to clean the endoscopes after the procedure. And that can increase productivity at the hospital because you will always have an endoscope ready for use. Secondly, we have the financial side of things. Typically, reusable endoscopes will have a different price model. They are a heavy capital-intensive investment. And also, there is a cost for ongoing repairs and maintenance. And therefore, there will often be a significant saving by using single-use endoscopies. Thirdly, patient safety is also an important factor in the health care systems. And with a single-use endoscope, you can ensure that the patient will be treated with the new sterile endoscope each time for each procedure. And that means that you can eliminate the risk of infection. And finally, there's a sustainability agenda, which is more and more important to our customers. Here, we can also see benefits from single-use endoscopes because reusable endoscopes must be cleaned and that takes a lot of water. It also means that you need to use chemicals and single-use equipment for the cleaning process. And all in all, we can see that you can achieve a 33% lower CO2 emission by using a single-use assisted scope from Ambu compared to a reusable scope. So all in all, there's a number of benefits, which drives the demand for single-use endoscopes. Finally, I would like to sum up our financial expectations for the current financial year and in the longer term. For the current financial year, we expect organic revenue growth of 7% to 10% compared to 7.6% in the financial year '22 to '23. The growth will be driven by endoscopy solutions, which we expect to grow about 15%. We expect an EBIT margin of 8% to 10%. And in the longer term, that is over the next 5 years, we expect a compound annual growth rate for the organic revenue growth of over 10%, again, driven by the endoscopy business, which we expect to grow by 15% to 20%. We also expect to increase our profitability over the next 5 years to a level around the 20%. However, we will still prioritize growth that also increases profitability. And all in all, we want to ensure that we do everything we can to create value for our shareholders. With those words, I would like to conclude my report. Thank you for your attention.

Jørgen Jensen

attendee
#5

Thank you very much to the management for the report, the annual report and the remuneration report for 2022-'23. Before I open the debate, I can tell you that the report has been signed by the Board of Directors and by the auditors without any comment. And I'll refer you to Page 158 to 160 in the annual report. As you can also see from the report, the Board proposes not to pay out any dividends in the financial year 2022-'23 so that the profits are carried forward instead. And with that, I will open the debate.

Jørgen Jensen

attendee
#6

There's already one person who has asked for the floor, Mr. Anders Norskov from the Danish Shareholders Association. Do come up here. And while you move up here, I would ask those of you who are participating online to signify if you want to make a comment in any way.

Anders Norskov

attendee
#7

Thank you. My name is Anders Norskov and I'm speaking on behalf of the Danish Shareholders Association. It's an association that looks after the interest of private investors in Denmark. I have 2 questions for the Board today. Firstly, I would like to congratulate you with an impressive annual report. Last year, there was no possibility of dividends nor much new activities. And debt rate divided by the EBITDA was 3.9% last year. And that meant that it was one of the Danish businesses that have the largest debt, but you have now brought that down. And with the interest rates we have today, a debt rate over 3 would mean a critical level. And today, you have brought it down to 0.7. So, Ambu is once again on safe ground. The management has done everything right. Trimmed costs, stopped development projects with a long payback rate, focusing on the ZOOM IN strategy, focused on profitable growth. And you've also looked at the setup of the management. That means by the 1st of February, the entire management will be changed. You have extended the capital focused on institutional investors. And I'm quite out of breath looking at all the things you've done, but it means you now have a very healthy debt rate of 0.7. So there's every reason to thank you for this great turnaround. In the past 5 years, Ambu has lost a lot of trust in the stock exchange because they have constantly adjusted expectations down. But with Britt Meelby Jensen, the outlook has stabilized. It means that the outlook is now actually based on something solid and not just something apparently imaginative. Instead, you are focusing on market opportunities and the needs of the customers. And therefore, I would like to thank you, Britt Meelby for recreating this trust. I would also like to take the opportunity to thank you for the fact that on the hottest day of the year, you updated 50 shareholders about your outlook. That was very kind of you to show up on that day. There are some things that I noticed when reading the report. One of them was -- is goodwill. Often goodwill is perceived as sort of empty words, but now it's about 1/3 of the equity, which seems to be a lot. And that leads me to my first question. How do you look at the fact that goodwill makes up 1/3 of the equity? Should that concern us? Or do you think it's just a regular part of the annual accounts that doesn't require anything special? Going forward, Ambu has to ensure significant growth to reach its strategic goals. It was very nice to read about the new urology product which means -- and I'm happy to see that there are still new products coming out from research and development. And the new product is also directed at a patient group Ambu hasn't previously reached. And you have also ensured better use of software in both existing and future endoscopes. I see these new products and the re-found investor trust as a very good omen for Ambu's future where you will need to deliver a lot of innovation to meet the ambitious goals, both financially and also the goal of paying out dividends again. Unfortunately, the good initiatives don't show in the share price yet and I disagree with the Chair when he says that it has a natural level. It dropped by 40% and then increased again by 40%. That's not natural. But maybe that has to do with the interest rate and the uncertainty created because of the authorization that AGM gave you last year to buy back shares at a time where you had a life-threatening debt and thus, couldn't pay out dividends. This leads me to my second question. One thing is that the shareholders can be happy compared to what the situation was a year ago. But what do the customers and the competitors say. The reactions from customers and competitors, is that something that means that you need to adapt the Zoomin strategy. Finally, I would like to congratulate everyone at Ambu and wish you all the best in the continued journey in '23, '24.

Niels Kornerup

attendee
#8

Thank you, Anders Norskov, the Danish Shareholders Association. There were 2 specific questions. The first one will be answered by the Chair of the Board and after that, Britt Jensen will answer the second question.

Jørgen Jensen

attendee
#9

Thank you, Niels. Thank you to the Danish Shareholders Association for your kind words. And of course, we have noted that trust has been strengthened, but also noted that you would like further value creation. And you would probably like to see that in an increasing share price, and we'll do our best to ensure that. But coming back to the question of goodwill, you're right, good will makes out 1/3 of the balance sheet with DKK 1.6 billion on our balance sheet. And that's because of 2 acquisitions Invendo Medical in 2017, King Systems in 2013. So most of it comes from those 2 acquisitions. Of course, we do impairment test of our goodwill regularly based on accounting principles. This means we assess whether the prerequisites and the technology we acquired still has value for Ambu. And at the end of the last financial year, we, of course, performed this assessment, and it didn't cause us to do any adjustments of our goodwill. And therefore, both the management and the Board feel quite comfortable about our goodwill in the balance sheet of DKK 1.6 billion.

Britt Jensen

executive
#10

And Anders I would also like you -- like to thank you for your kind words and for your question about our customer satisfaction and what the competitors say. There's no doubt that customer satisfaction is our top priority. We have some colleagues in the R&D who do a great deal to understand customer needs and develop solutions that meet these needs. Also several hundred people who visit customers every day to help and provide service. And they have a large organization behind them, and we get positive feedback from our customers. In the past year, I've actually spent a lot of time with customers to understand what they say and what their needs are. And I experienced that they're very happy with the quality of our product and the service we provide. And they also see Ambu as a disruptor because we come in and help them solve some solutions and solve some issues and make them rethink their procedures because some things have been limited by the limits of the equipment and the devices. Looking at competitors, I don't talk that much to them, but they see our new approach to endoscopes as Ambu being a very strong player because they see the positive feedback and that the customers are buying our products increasingly. Whether we need to change the strategy, no, I don't think we do. But we need to constantly be close to our customers to ensure that they actually give us the response we expect so that we can constantly make the small adjustments to our focus. For instance, across clinical segments so that we can maximize our growth, but also maximize the service we provide to our customers. So I feel we are heading in the right direction with our strategy. But nothing is static. We need to constantly be close to our customers and the way we execute the strategy. That's what we are dedicated to do.

Niels Kornerup

attendee
#11

Thank you, Jørgen Jensen and Britt Meelby for those replies for the Danish Shareholders Association. I don't have anyone online, but I have one speaker in the room, Mr. [ Khill Bayer ].

Unknown Attendee

attendee
#12

First of all, congratulations on the good results. It's good to see that you're making progress. Due to COVID-19, we are missing a bit of history since the time before that. Why did it go so wrong with Ambu? Were you overrated by [ Yen Maca ] in his days, I would like to know a bit more about where you went wrong, so to speak. But now I help some people with accounting and they are bound by the fact that if you don't pay out dividends, then I can't buy shares in your company for them, and that's not good, especially when things are going well for you. So I would encourage you to reconsider that decision so that funds can purchase your shares. It's a very good company. I've been a shareholder here for about 15 years. On previous occasions, I've praised your website, but I won't this year. Now once again, it's very difficult to find the right figures on your website. And that's a shame when you've been doing a good job that you can't really find all of these good results because some people apparently like to play around with your website and change everything up. It should be easy to gain an overview at your website. Now you are a Danish company. So it would also be like -- be good to see some more Danish information on your website. Otherwise, if everything is in English, then foreigners will get the good news before the Danes and that means we lose money. That's no good. And I always ask for a 5-year review in Danish, please. My English skills are not good enough to get an overview of all the things that you write. And I would like to see the book value stated in your accounts because that's how you can see also in case of a share split and expanding the share capital, then we would like to see the book value, the inner value stated as one of the -- as one of the key figures in the account. You shouldn't hide things that are relevant. Share price is based on the future expectations, but the inner value of the share is much more relevant figure, which speaks to the actual value at present. Thank you.

Niels Kornerup

attendee
#13

Thank you, Khill Bayer. We had 3 concrete questions, and Britt will answer some of them at least, perhaps all 3 of them.

Britt Jensen

executive
#14

Thank you very much for those questions, Khill. Let me start with the last thing about the website and the linguistic questions and the 5-year review in Danish. And here, I would like to say that we take note of your concerns here. I'm going to have a look at the website. And when it comes to languages, it's always a balance we need to strike that we've assessed that we need to go out when we have any relevant and significant news that we do that in English first of all. But when it comes to your first question as to where we went wrong and what happened, there's no question that there was a lot at stake in the COVID years, and we saw a positive effect in the first phase of COVID on our bronchoscopes, but what happened in parallel with this was that following an analysis, we chose to focus on the GI area. There was a lot of focus from the American health authorities on infections through endoscopes, and they wanted to use single-use endoscopes as much as they could. And we decided to say, well, we have some products that can fulfill that need, and we invested in order to launch those products very quickly. And we invested in commercial resources in order to get these products to the customers. We chose duodenoscopes, which is one of our most complex procedures, and that's also where the FDA focused most of all their attention. And in spite of the fact that the work rate, infection rates and the doctors acknowledged that this was a problem these procedures also placed a lot of requirements on the products and the equipment and devices they needed. And they assess that the gap between the performance of our product and the reusable endoscopes they were used to using was too big for them to be -- to feel secure in making that change. It was also a different client group than what we were used to. So of course, these were some lessons learned that were quite expensive to us. So in the years from 2017 to 2019, we did invest a lot in the GI area, and we learned a lot from that lessons that we have taken with us when it comes to understanding our customers better so that we do not end up in that situation again. We have really learned from that, and we operate differently today. We've gone back to the way we did business to begin with to invest in 1 niche at a time and not invest too much before we can see an uptake and go forward more gradually. And that means that today, we have a broad portfolio of products for a number of different segments. And that also means that we focus a lot on allocating resources to the right areas so that we have stable growth and we don't over invest before seeing results. About dividends, I don't know. I can answer that as well. We have a dividend policy that we continue to take very seriously and that we are going to keep on following vis-a-vis last year, we didn't have any opportunity to pay out dividend. And this year, we still believe that it is too early because we are still stabilizing the business. And as [ Jensen ] said, after the Capital Markets Day, we also raised capital with our investors. So therefore, we believe that it was too early to start paying out dividend, but we do have a dividend policy that we continue to follow and that we are going to get back to in the future.

Niels Kornerup

attendee
#15

Thank you, Britt Meelby Jensen for her reply to Khill Bayer. And the next speaker is Mr. [ Hugo Andersen ].

Unknown Attendee

attendee
#16

Thank you for the floor. I very much agree with the Danish Shareholders Association and their positive comments to the Board and management. And I guess it's still CEO. It's only the Chair of the Board, who is now Chair and not Chairman. But I would like you all to elaborate a bit on the good numbers on the screen, 100 million procedures and 23 million of those procedures being within our reach, so to speak, but we only have 2 million now. But I guess that means we can't really keep up because there's a great gap between what we produce and the potential clients. And that's also what we see with Novo. You talk about a growth percentile of 7% to 10%, which is quite restrained. I guess that's also because of what you've learned in the past. I mean it's not good to say 20s and 30s and then have to readjust the outlook. But could you elaborate a bit when there's such a spread from 2 million to 23 million what are the primary factors apart from the ones you mentioned about knowing your customers and trust, et cetera, what are the factors you think will be significant in the next 2, 3 years to ensure that you meet the ambitions in 2, 3, 4 years' time with a much larger growth rate than what you mentioned today? I would like to have a few more details about that. I know it's a slight guesswork, but you have been talking to clients. So maybe you do know something.

Niels Kornerup

attendee
#17

Thank you, Hugo Andersen. There were some very concrete questions, and Britt will answer those.

Britt Jensen

executive
#18

Thank you very much for a very good and relevant question and positive comments. Well, taking 1 step back, 15 years ago, we were the first to develop a single-use bronchoscope. And after that, it took 6, 7 years before we even saw a noticeable growth in that segment. And now we have seen a sort of steadily growing penetration, but still with a great deal of potential. And that shows that things take time and there are different dynamics in different clinical fields. We are, of course, aware of there still being 97 million procedures we are not involved in. And we have tried looking at the customers and see who would benefit the most if they changed. And we expect a gradual uptake because it comes from the customers actually trying out our products. Often, they try them out for procedures at the end of the day, so people don't have to stay to clean endoscopes at the end of the day or during the weekends and then maybe it's 10%, 15% and then it grows steadily when they experience how well our scopes work. So that's what we expect. So there are factors that are difficult to put into wards, but there is this sort of gradual movement when people see the potential. And we see different things happening in different segments because we are disruptors and recreate new needs. It's different -- difficult to anticipate, and that's why we are so focused on the customers. We see it a lot in urology and ENT at the moment where we have quite high growth rates. So then the question is when will it happen in GI. But we try to stay close to our customers to understand their needs and adjust the way we approach the market and our solutions to meet their needs. And we have also already gotten a strong footing in pulmonology and ENT. But to achieve our growth, we also need to produce enough products. And you also mentioned that, and we've now been working for a year with a new factory we have built in Mexico. Previously, our entire production was in Malaysia. There we noticed we would run out of capacity at some point, but we also think it makes sense to have 2 locations. So we have built a plant that has a potential much higher capacity than where we are today. So when things really start to accelerate, we will also have enough products. But of course, we have to look into that. And unfortunately, we probably don't have a single magic bullet that will make it take off, but we see very good omens in the market. And we expect that to continue for many years to come. I hope that answers your question.

Niels Kornerup

attendee
#19

Thank you to Britt Meelby Jensen for that response to Mr. Hugo Andersen. Does anyone else wish to speak? We do not have any one online, but we have 2 speakers here. Please approach the [indiscernible]. There's no name written down here. So please introduce yourself.

Unknown Attendee

attendee
#20

[indiscernible]. I've been a shareholder here for 10 to 12 years. And I entered Ambu for the same reason as my colleague here Hugo Andersen just said that this market seems incredible. 97 million customers waiting out there, it was like the salesman going to the desert. 2 salesmen went to the desert. One of them said they don't wear any shoes. We can't sell any shoes, but the other salesman said, it's an amazing market. They're not wearing shoes yet. But that said, I would have expected a much greater growth with the sales benefits you mentioned the financials. It's cheaper, it's cleaner, it's safer and ESG is in order as well. So are we good enough at selling our products? There was a good CEO in Volvo many years ago, and he said, "I'm an artist because it's an art selling our products." So let me just say that it's a great annual report. Congratulations. But are you selling well enough? I'm not going to say it's a no-brainer, but it's almost -- it's almost a no-brainer isn't it? So the classical Ambu areas, anesthesia and patient monitoring has become sort of a byproduct. And we've only seen a growth of 1% to 2%. But after having run a company for many years, you should be aware that your -- that some of your business areas don't become kind of second grade because we might lose some of these segments. So let me ask the other way around, why are our growth rates so low in these other areas. So yes, we should focus on the future, but please don't let go of the past. Another thing is controlling our costs. Are we good enough at controlling our costs in Ambu? I think you are a bit. And I think you've done a lot. My experience is that it's incredibly important in a company like this one to have a very strong focus on costs all across the organization. Otherwise, it will slip through your fingers. I said to you last year, Britt, at the AGM that I had a suggestion and I never got around to sending it to you, but it was to do a cost raid in this business. Perhaps you already have, but I would suggest you do because costs are very, very dangerous to your business. Thank you very much.

Niels Kornerup

attendee
#21

Thank you to [ Sananga ], and Britt will give a reply. The floor is yours.

Britt Jensen

executive
#22

Thank you very much. Thank you for the good advice and thank you for your questions. Now I'm from Jutland as well, just like you are, and we all know, as you referred to, that even if we have the best products in the world, they won't sell themselves. And it's quite right that we need to look at whether we are good enough at selling our products. And that is something we focus on continuously as part of our transformation program. And when we launched the program, we also said that we are going to run this program over a number of years. We can't deliver on all parameters at once. And if we start too many initiatives at once in my experience, you won't deliver on any of them. So we need to ensure that we achieve the improvements we want. And one of them is optimizing the way we go to market, the way we sell. And there's another element of it because one thing is the width that we have, but we also look at what limits we have when it comes to our ability to reach the customers. And of course, we evaluate all of the options we have. So just to say that this is something we focus on very much and where we have identified steps to be taken. Your comment about anesthesia and patient monitoring in this business area, I completely agree this is a business that -- where we have focused in another direction because we've been focusing on our endoscopy business. And we've reached that realization now because when I started here, I looked at what's going on with our endoscopy business and looking at the profitability of that part of the business because that really lacked some focus. But of course, it might be that we haven't been good enough at increasing our prices. So I started out saying that we need to start by being profitable and making sure that we charge the right prices. And I see a potential for strengthening our business. And right now, we are looking at how to do that. And we have people focusing on this issue as well. We have a lot of loyal customers who very much like our products. So we have an opportunity to do even better here. But of course, we spend the most of our time in top management looking at our endoscopy business, which is and must be our biggest business area. And then you talked about controlling our costs, and I completely agree. And it's back to what I said before about our transformation program, which runs over a number of years. And that is one of the purposes with bringing in a new CFO Henrik Skak Bender. And one of the reasons why we chose him is exactly due to his experience in this department. So in a close cooperation with him, we will work on this area because we are sure that we can find further efficiencies and that we can become more scalable because we believe that we will achieve accelerated growth. And in order to do that, we need to make sure that we are well equipped in our organization. And we are looking at some things in this respect, but there are a number of areas where we are seeing opportunities and further potential.

Niels Kornerup

attendee
#23

Thank you, Britt Meelby Jensen who answered [indiscernible]. Next speaker [indiscernible].

Unknown Attendee

attendee
#24

My name is Kurt Erling Birk. It's not always good to be the last to comment. I'd like to be the first. But then, of course, I should have asked for the floor early on because Britt has actually answered all my comments. So actually, I could just step down from the rostrum. As I mentioned, my name is Kurt Birk and I was actually the CEO of this company from 1998 until 2008. That's many years ago that I left the company, it's now 15 years. Time flies. I would like to start by congratulating you on these excellent results. I think it's an impressive strategy also. 6% in EBIT. That's actually very good. When I left Ambu, we achieved an [ Ambu ] of 12%. And I got a lot of beatings for that, both from the shareholders and the market. They can never get enough. I can tell you that, Britt. Actually, I don't think previous CEO should take the floor at AGMs to come with their archaeological knowledge. But as I mentioned, it's 15 years since I've been at this rostrum. So I felt I could, in all modesty, take the floor today just for a moment. Managements and boards don't always get kind words, also not when they achieve an EBIT of 12%. But even though you've only achieved 6%, I would like to commend the Board and management. I'd also like to say that I think Ambu has the right Board now, the makeup of the Board. It hasn't been elected yet. But I think the future makeup of the Board will be very good for the company going forward. Ambu has a very attractive product portfolio. There are many ways in which you can explain a business sector. But Ambu, in my view, has 4 pillars. Anesthesia, masks, EKG and endoscopes and monitoring. The fathers of the 3 oldest pillars are known to most, well, maybe not everyone knows Dr. Hesse personally, but he developed the Ambu bag. But the father of the most recent pillar, there's been a lot of talk about who actually came up with the idea of endoscopes. And I just have to say, it wasn't me, it was an American called Jerry Sanders. He sat in his small lab around the time I started at Ambu and developed the first single-use scope. And I think Jerry ran out of capital because suddenly, he turned up here at Ambu and wanted to sell his product technology to us. When Americans have developed something, they always believe that it's worth millions or billions. And he also expected that these single-use scopes that he had developed meant that he should have a huge amount of money. I was relatively new at Ambu at the time, and Ambu also had to go through a dramatic development just like Britt and the Board are going through now with the transformation. So I didn't really have the capital to buy Jerry Sanders' product idea. So during the meeting, we thanked him for the idea and then my marketing and development people said, well, we can develop that ourselves. And I went to the Board and said, we need DKK 10 million to develop this product. And I had a kind Chief of Technology and said, "You can't develop this for DKK 10 million." And he said, "No, you can't." But it's like when you construct a building, the architects always give some amount and then they go to the Board later and ask for more money. And that's what we did. And that's really the story of how endoscope started at Ambu. It's not an idea grown in our own garden. It's actually the idea of the American Jerry Sanders who brought us the idea. Luckily, his patents weren't very strong. So we could actually develop the idea and market it, which was lucky for us. So this was the archaeological comment. So what's my message really coming here today? Single-use scopes have been a clear success since they were launched in the beginning of 2009. There were a lot of sort of initial issues, but they became a huge success. And I think you should continue to focus on sterile scopes for pulmonary and urinary tracts. I don't want to use these fancy words like cystoscopies, et cetera. But urinary tracts and all these places where you can reduce infection rates by using single-use scopes instead of reusable scopes. Because if you get cross contamination in the upper lower airways or in the urinary tract during endoscopy, it can be fatal. That's why we need single-use. Now I'm not the one deciding on strategy anymore. But in the so-called dirty areas, which is GI, maybe you shouldn't use so much of your energy, focus on the sterile areas, upper and lower airways and the urinary tract. It's a huge market. As you also said, Hugo and as Britt has said, it's a huge market, and I think that's where you need to focus your strategy. But I would say to management that you mustn't forget development and marketing of the 3 other pillars, Ambu bags, EKG pads, et cetera. The growth in Ambu is limited for these 3 products. And of course, I'm sorry about that, but you can't be everywhere at once. But there still is some potential in the traditional old Ambu bag. It's still a huge market. I remember when I joined Ambu there was focus on the Ambu bag and other areas. But that was only focused on a single product really and that was his pump, what was it called, oh, Cardio Pump. And Cardio Pump, you went in and out of the doors, and you talked only about the Cardio Pump, no other product. What happened? The Cardio Pump didn't get FDA approval. Luckily, that didn't happen to the scopes. And at one point, I had to make a decision along with the Board and say, we have to give up on the Cardio Pump. We will sell it to Keith Lurie, who helped develop the pump and whether he ever got FDA approval, I don't know. But then we started to focus on some of the other areas, and we acquired Medicotest and developed the [ laryngs mask ]. And over 3 years, ventilation bag in the U.S. grow from 300,000 units to 1 million units and they cost DKK 60 each, which was about $10. So you can imagine what that market was. So focus on the scopes, no doubt about that. But also remember spending a bit of development and marketing resources on the 3 other pillars. That was my contribution. No questions, but I wish you all the best in getting the EBIT to 12%, and the market will still ask for more. Good luck with all of it.

Niels Kornerup

attendee
#25

Thank you, Kurt Birk for his intervention. And the Chair of the Board would like to comment.

Jørgen Jensen

attendee
#26

Well, Kurt Birk, thank you for your bit of archeology. It's also good to look back sometimes, but also thank you for your good advice. And I can just add to what Britt said, of course, we have focused a great deal on scopes because they have the greatest potential, and we have focused on the right cost level. And I think it's fair to say that we now can also look at the potential in anesthesia and patient monitoring. And I'll be the first to deplore that we haven't succeeded in growing faster, but it also has to do with focus, and I have explained what we're doing financially. That means we also have raised capital to also push patient monitoring and anesthesia. So we have definitely also listened to your advice, both in the day-to-day running of the company and in the board room. Thank you.

Niels Kornerup

attendee
#27

Thank you to the Chair of the Board. I do not have any more speakers on my list. That was not a person wanting to speak, and I do not have any speakers waiting online. So if anyone else would like to take the floor, I encourage you to do so now. That does not seem to be the case. That means I can conclude the debate and that I can also conclude that the AGM has taken note of the report on the company's activities adopted the annual report for '22 to '23, adopted the remuneration report for the same year and approved the allocation of profits. Thank you very much. This will all appear from the minutes. That concludes item 1 to 4 on the agenda and leads me to Item 5, which is the approval of the Board of Directors' remuneration for the financial year 2023 to '24. The Board of Directors proposes that the remuneration remains unchanged, and I can, all in all, refer you to the convening notice. Specifically, the Board of Directors proposes that we continue unchanged from the previous year so that ordinary members of the Board of Directors receive a basic remuneration of DKK 350,000, the Chair receives 3x the basic remuneration, DKK 1,50,000, the Vice Chair receives twice the basic remuneration, which is DKK 700,000. In addition, each member of a Board committee receives DKK 117,000 per committee seat. However, the Chair of a Board committee receives a remuneration of DKK 175,000 per Chairmanship. As I said, the remuneration of the Board is thus unchanged compared to last year. Does anyone wish to take the floor under this item? That does not -- that does not seem to be the case, not online either. Can I take it that the general meeting approves the proposal? It is adopted. Thank you. That leads me to item 6 on the agenda, which is the election of Chair of the Board of Directors. The Board proposes reelection of Jørgen Jensen, as Chair of the Board, and I refer you to the convening notice and the Annex-1 to the convening notice, where you can see more information about Jørgen Jensen and his managerial posts. Are there any other candidates for Chair of the Board of Directors? That does not seem to be the case. That means that I can conclude that Jørgen Jensen has been reelected. Congratulations. Item 7 is the election of Vice Chair of the Board of Directors. Here, the Board of Directors proposes that we elect Shacey Petrovic as Vice Chair of the Board. Again, you can see detailed information about Shacey Petrovic and her managerial posts in the convening notice and Annex 1. Are there any other candidates for Vice Chair? That is not the case. And that means that Shacey Petrovic has been elected as the new Vice Chair. Congratulations. The next item on the agenda is Item 8, election of other members of the Board of Directors. And here, the Board proposes reelection of the other AGM-elected members, Christian Sagild, Michael Del Prado, Susanne Larsson; and Simon Hesse Hoffmann. As the Chair mentioned in his report, Henrik Ehlers Wulff has decided not to run for reelection. Are there any other candidates for the Board of Directors? Again, I refer to the convening notice when it comes to the candidates and their managerial posts. There are no other candidates and I can conclude that all of these proposed candidates have been reelected for 1 more year. Congratulations and good luck. Now the Board consists of Jrgen Jensen, Chair; Shacey Petrovic, Vice Chair; Christian Sagild, Michael Del Prado, Susanne Larsson and Simon Hesse Hoffmann. Furthermore, the Board of Directors consists of the employee-elected Board members, Charlotte Elgaard Bjornhof, Jesper Bartroff Frederiksen and Thomas Bachgaard Jensen. The employee-elected Board members have been elected for a full-year period, and they all took up their posts at the AGM in 2021. That was item 8, and that leads me to Item 9, the election of auditor. Here, the Board proposes reelection of Ernst & Young [indiscernible]. And in accordance with the audit regulation, I can inform you that the proposal is based on a recommendation from the Audit Committee, which 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 auditor. Are there any other candidates for company auditor. That is not the case. And I can conclude that Ernst & Young has been reelected for company auditor. Next item on the agenda is Item 10, proposals from the Board of Directors. There are 4 proposals this year. One regarding renewal of the Board's authorization to increase the B share capital and 3 is proposals regarding the indemnification scheme, 10.1, 10.2 (a), (b), (c). The first one is authorization to increase the share capital by issuing B shares. I refer you to the convening notice where you have the details of the proposal. And that also includes the changes to the article of association that are necessary. I just want to mention that the proposal authorizes the Board to increase the share capital with or without preemption rights for existing capital owners up to nominally DKK 13,464,719 B shares, which is the equivalent of 10% of the company's share capital. The authorization will apply until the 12th of December 2028, so a 5-year authorization. We need at least 2/3 of the represented share capital to approve the proposal and 2/3 of the votes cast for this to be adopted. Does anybody want the floor in connection with this proposal? Can I see that as a sign that people approved the proposal? Thank you very much for that. And that brings us to 10.2, which consists of 3 proposals, all about the indemnification scheme for the Board. 10.2 (a) is adoption of the indemnification scheme, 10.2 (b) is amendment of the Articles of Association and 10.2 (c) is update of the remuneration policy. As all 3 proposals have to do with the indemnification scheme, I propose that we take these as one item. And the specific proposals are that under 10.2 (a), it has to do with the actual approved -- adoption of the indemnification scheme and the Board proposals an updated indemnification scheme for Board members. And that's based on the company's interests and that there are new rules for the area. And the Board has looked at the scheme and believes that this will be in the company's interest. I refer you to the convening notice was there's a long explanation of the details. The proposal under 10.2 (b) is a change to the Articles of Association to reflect the indemnification scheme that has been proposed and which are just mentioned under 10.2 (a). There will be a new Article 19 in the Articles of Association. And again, I refer you to the convening notice with the text. The third part of the proposal is Item 10.2 (c) which is an update of the remuneration policy so that it will reflect the indemnification scheme just like the Articles of Association. And the proposal has been available on the website before the AGM. Items 10.2 (a) and (c) only need a simple majority whereas 10.2 (a) requires a 2/3 majority, as I mentioned earlier on. And that applies 2/3 both of the shareholders present and the share capital. Does anyone have any comments about the indemnification scheme for the Board? That does not seem to be the case. I therefore consider the proposal adopted. Thank you very much for that. And I can say that no one has asked for the floor online either. That brings us to Item 11 on the agenda. And the Board proposes that the general meeting authorizes the Chairman, I -- me, with full rights of substitution to apply for registration of the resolutions past to make any such amendments thereto to the Danish Business Authority or other authorities may require or recommend as a condition for registration or approval as well as to make and apply for registration of linguistic or other non-substantive adjustments to the company's Articles of Association. Does anyone want to floor under this highly exciting item? That does not seem to be the case. So I consider the proposal adopted. With that, we have reached the end of the agenda, and I just want to ask if anyone wants the floor here in closing [indiscernible] they have been heard in the first part of the AGM. That does not seem to be the case, also not online. So with that, I will say that we -- the agenda is finished and all I need to do is lay down my task, and I give the floor back to the Chair of the Board.

Jørgen Jensen

attendee
#28

Right. On behalf of the Board of Directors, I would like to conclude today's AGM by once again thanking all of Ambu's talented employees for their great efforts during the past year and not least, a big thank you for the very good results and the milestones that we have achieved. In particular, I would like to take the occasion to thank Britt Meelby Jensen and the rest of the Ambu management for their good work. Thank you to my colleagues on the Board of Directors for their good inputs and our close cooperation. I look forward to our future tasks and to continue the progress in Ambu to the benefit of our shareholders, employees and customers. Finally, a warm thank you to our shareholders for following the AGM today. Thank you for a good meeting to those of you attending here in Ballerup as well as to those of you following the proceedings online. Thank you for a good debate. Last but not least, a special thank you to Niels Kornerup for a good and authoritative process and a good flow of our AGM here today. Thank you, and we'll see you next year when Ambu has its AGM on the 4th of December 2024. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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