Exhibit 99.1

Offer to the shareholders of Humana AB

AMBEA AB (PUBL)

DNB CARNEGIE INVESTMENT BANK AB (PUBL)

OFFER TO THE SHAREHOLDERS OF HUMANA

Introduction

On 29 June 2026, Ambea AB (publ), Reg. No. 556468-4354 (“Ambea” or the “Offeror”), announced a recommended public offer to the shareholders of Humana AB, Reg. No. 556760-8475 (“Humana” or the “Target Company”) to tender all their shares in Humana to Ambea, aiming to combine the companies (the “Offer”). The group resulting from completion of the Offer is referred to as the “Combined Company”. The consideration in the Offer consists of a combination of shares in Ambea, cash and a potential Additional Consideration in the form of a CVR Instrument (as defined below). The shares in Humana and Ambea, respectively, are listed on Nasdaq Stockholm.

The Offer

Consideration

The consideration in the Offer consists of a combination of shares in Ambea, cash and a potential Additional Consideration in the form of a CVR Instrument (the “Consideration”). Ambea offers, for each share in Humana, the following as Consideration:

If, prior to settlement of the Offer, Humana distributes a dividend or in any other way distributes or transfers value to its shareholders, the Cash Consideration and the Share Consideration will be reduced accordingly. The CVR Instruments will not be affected by such dividend or transfer of value.

No commission will be charged in connection with the payment of the Consideration.

The shares in Ambea that may be delivered to the shareholders in Humana who accept the Offer will consist partly of shares issued pursuant to an authorisation granted to the Board of Directors by the Annual General Meeting on 12 May 2026, and partly of shares repurchased on Nasdaq Stockholm pursuant to an authorisation to repurchase and transfer shares granted to the Board of Directors by the Annual General Meeting on 12 May 2026. See below under “Financing of the Offer and dilution resulting from the Share Consideration” for further information.

No fractions of shares in Ambea will be delivered to shareholders of Humana who accept the Offer. If a shareholder of Humana tenders such number of shares in Humana in the Offer that the Share Consideration to be delivered for these shares does not amount to an even number of full shares in Ambea, consideration for excess fractions of shares will be paid in cash.

For shareholders in Humana in certain foreign jurisdictions to which Ambea is unable to deliver shares in Ambea as consideration in the Offer, for example because the shareholder cannot demonstrate the required qualified investor status under local securities regulations, the shares in Humana will be aggregated, sold on Nasdaq Stockholm and the proceeds of the sale paid out to those entitled to them.

Premium

The Cash Consideration and Share Consideration represent a premium⁴ of:

The Additional Consideration

Humana is a party to ongoing damages proceedings against the Swedish state, through which Humana may be awarded damages amounting to a maximum of approximately MSEK 259.1, plus any compensation for litigation costs and interest. The damages proceedings relate to the Swedish Health and Social Care Inspectorate (“IVO”) revoking Humana’s licence to provide personal assistance in January 2023. The outcome of the damages proceedings is uncertain and is not expected to be finally determined until after completion of the Offer. Stockholm District Court dismissed Humana’s claim in its entirety on 17 June 2026. Humana Assistans AB (“Humana Assistans”) has appealed the District Court’s judgment to Svea Court of Appeal. Svea Court of Appeal granted leave to appeal on 14 August 2026.

Against this background, Ambea is offering the Additional Consideration as part of the Consideration. The right to the Additional Consideration is provided in the form of a CVR Instrument entitling the holder to a cash payment in the event that Humana is awarded damages, whereby each shareholder in Humana is offered one (1) CVR Instrument per share in Humana, and each CVR Instrument may entitle the holder to a maximum of SEK 4.36. In addition, interest on any damages awarded (to 80 percent), as well as any compensation for litigation costs for the time period prior to completion of the Offer will accrue to the holders of CVR Instruments.

In the event that Humana is awarded damages, 80 percent of the damages will accrue to the holders of CVR Instruments. If Humana is awarded damages, the damages amount will constitute taxable income for Humana Assistans and be subject to corporate income tax at a rate of 20.6 percent. However, the 80 percent of the damages amount accruing to the holders of CVR Instruments is calculated on the damages amount before such corporate income tax, and the corporate income tax therefore does not affect the amount paid to the holders of CVR Instruments. The remaining 20 percent of the damages, interest on any damages awarded (to 20 percent) and any compensation for litigation costs for the time period after completion of the Offer, will be allocated to the owner of the PA Sweden business area (see further below under “The Put Option”), as it is the purchaser of this business area who will conduct (and thus bear the costs of) the damages proceedings. If Humana is not awarded any damages, the CVR Instrument will lapse without value.

The CVR Instruments will be registered in a record account pursuant to Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). Delivery will be effected by registering the CVR Instrument in each holder’s VP account.⁵

If a Swedish Court issues a judgment in the case pursuant to which Humana is not awarded damages, or if the claim otherwise lapses before the settlement date, the CVR Instrument will not be delivered or administered through the Manual Alternative, but will immediately lapse without value.

The CVR Instruments will be freely transferable. However, the CVR Instruments will not be admitted to trading on a regulated market or any other trading platform.

The complete terms and conditions of the CVR Instrument and a more detailed description of the damage claim are set out in the section “Material information on the CVR Instruments – Complete Terms and Conditions for CVR Instruments in Ambea AB (publ)” in the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB” to this Offer Document. Tax matters relating to the CVR Instrument are described in the section “Tax matters in Sweden – Taxation of the Additional Consideration” in this Offer Document.

Information on the progress and outcome of the damages proceedings will be provided to Humana’s shareholders through Humana’s general disclosure of information as regards the period up to completion of the Offer, and thereafter by Ambea.

Total value of the Offer

The total value of the Offer, excluding the Additional Consideration, amounts to approximately MSEK 2,960.⁶

Ambea’s shareholding in Humana

Neither Ambea nor any closely related parties hold any shares in Humana or any other financial instruments that give financial exposure to shares in Humana at the time of this Offer Document, nor has Ambea acquired, or agreed to acquire, any shares in Humana or any financial instruments that give financial exposure to shares in Humana during the six months preceding the announcement of the Offer.

Ambea may acquire, or enter into agreements to acquire, shares in Humana (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer at a price per share not exceeding the Consideration. Any purchases made or agreed will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.

Recommendation from the Board of Directors of Humana and fairness opinion

The Board of Directors of Humana unanimously⁷ recommends Humana’s shareholders to accept the Offer. Furthermore, the Board of Directors has received a fairness opinion from BDO, according to which the Offer is considered fair to Humana’s shareholders from a financial perspective, based on the assumptions and considerations set out in the opinion. See the section “Recommendation from Humana’s Board of Directors and fairness opinion from BDO”.

Undertakings by shareholders of Humana

Shareholders holding in total approximately 41.9 percent of the outstanding shares in Humana, including Humana’s largest shareholder Impilo Care AB (“Impilo”), Incentive AS and Per Granath (in person and through companies), have undertaken to accept the Offer subject to the conditions that (i) no third party announces a higher competing offer where the value of the consideration per share offered at the time of the announcement of such offer exceeds the value of the consideration per share in the Offer at the time of the announcement of such offer by at least 10 percent, and which includes an additional consideration equivalent to that in the Offer, and (ii) the Offeror does not, within a period of 14 calendar days after the competing offer has come to the Offeror’s attention, match such offer. The Offeror envisages that Impilo, as one of the largest shareholders, will join the nomination committee of Ambea in accordance with Ambea’s nomination committee principles, and welcomes Impilo taking an active role going forward in the further development of the Combined Company. Furthermore, Evli Fund Management, PriorNilsson Fonder and Cicero Fonder, with a total shareholding of approximately 3.4 percent of the outstanding shares in Humana, have declared that they are positive to the Offer.

The Put Option

The Offeror considers that Humana’s business area PA Sweden will not constitute a strategic asset in the Combined Company and therefore intends to divest PA Sweden following completion of the Offer. Against this background, the Offeror and the Target Company’s largest shareholder, Impilo, have agreed on a put option relating to PA Sweden. The put option means that Impilo undertakes, in the event that the Offeror fails to divest PA Sweden to a third party within twelve months of completion of the Offer (the “Disposal Period”), to acquire PA Sweden at a price to be calculated on the basis of a certain multiple of an operational key performance indicator, subject to a maximum of an agreed amount (the “Put Option”). Impilo has no right to acquire PA Sweden; rather, this is an obligation that arises only if the Offeror’s divestment process does not result in a transaction on terms that are at least as favourable as, or better than, the terms under the put option, and if the Offeror in that situation chooses to exercise the put option.

As part of the agreement with Impilo, the Offeror has undertaken to engage an investment bank to conduct the divestment process, where a so-called vendor due diligence report shall be drawn up together with a share purchase agreement drafted in such a way that an insurer can underwrite the agreement. Impilo shall, subject to applicable regulations, be kept informed of the divestment process.

Conflicts of interest

Fredrik Strömholm and Carolina Oscarius Dahl, directors of Humana, are Partners at Impilo, Humana’s largest shareholder, which has undertaken to accept the Offer (see “Undertakings by shareholders of Humana” above) and entered into the put option agreement (see the section “The Put Option” above). Fredrik Strömholm and Carolina Oscarius Dahl are therefore deemed to have a conflict of interest pursuant to paragraph II.18 of the Takeover Rules and have therefore not participated in Humana’s handling of the Offer or in the resolution to recommend the shareholders of Humana to accept the Offer.

Statements from the Swedish Securities Council

Ambea has obtained statements from the Swedish Securities Council (Ruling 2026:24 and Ruling 2026:27, respectively) confirming that the Additional Consideration and the Put Option are compatible with the Takeover Rules.

Financing of the Offer and dilution resulting from the Share Consideration

The Cash Consideration and the part of the Share Consideration which may consist of repurchased shares are financed in full by funds made available to Ambea through debt financing. The debt financing is subject to conditions customary for the financing of a public offer on the Swedish market. The aforementioned financing provides Ambea with sufficient funds to pay the Cash Consideration in full and, where applicable, to finance the repurchase of shares in Ambea in connection with the Offer and the completion of the Offer is therefore not subject to any financing condition.

The Share Consideration consists of up to a total of 14,492,260 shares in Ambea. The Share Consideration will comprise a combination of (i) shares repurchased by Ambea on Nasdaq Stockholm, pursuant to an authorisation to repurchase and transfer shares granted to the Board by the Annual General Meeting on 12 May 2026, and (ii) new shares issued by Ambea, pursuant to an authorisation granted to the Board by the Annual General Meeting on 12 May 2026.⁸ The dilution for Ambea’s existing shareholders arising as a result of the Share Consideration will depend on the extent to which the buy-back and transfer authorisation and the issue authorisation, respectively, are exercised by the Board of Directors of Ambea, which will be determined based on the dilution arising from a new issue of shares compared to the costs associated with repurchasing shares. The table below sets out alternative outcomes, assuming that the share buy-back and transfer authorisation is exercised to the maximum, that the share issue authorisation is exercised to the maximum, or that the share buy-back authorisation and share issue authorisation are exercised to an equal extent.

Indicative timetable

As set out above, the completion of the Offer is conditional upon, inter alia, the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of Humana. Such clearances, approvals and decisions are expected to have been received by the end of the acceptance period for the Offer. If all relevant clearances, approvals and decisions are received in such time that the acceptance period can be closed before 30 September 2026, Ambea may announce an earlier end date of the acceptance period, provided that such announcement can be made not less than two weeks prior to the new date of expiry of the acceptance period.

Ambea further reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement.

Due diligence

Upon written request of the Offeror, the Board of Directors of Humana has granted the Offeror permission to carry out a limited confirmatory due diligence review of Humana. Humana has correspondingly obtained due diligence related confirmations from Ambea. No inside information has been exchanged in connection with the reviews.

Regulatory approvals

Completion of the Offer is conditional, inter alia, upon the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of Humana, including from competition authorities and authorities for foreign direct investments (FDI), in each case on terms which, in Ambea’s opinion, are acceptable.

Compulsory redemption and delisting

If Ambea, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Humana, Ambea intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in Humana and to promote delisting of Humana’s shares from Nasdaq Stockholm.

Governing law and disputes

The Offer and the agreements entered into between Ambea and Humana’s shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance.

The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. Ambea has undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on Ambea by Nasdaq Stockholm in the event of a breach of the Takeover Rules.

Advisors

Ambea has retained DNB Carnegie Investment Bank AB (publ) as financial advisor and Advokatfirman Vinge KB and Milbank LLP as legal advisors in connection with the Offer.

RISK FACTORS

In the section “Risk factors” in the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB” to this Offer Document, the risk factors and important circumstances considered material to the Combined Company’s operations and future development, assuming completion of the Offer, as well as to the Offer and the securities offered, are described.

BACKGROUND AND REASONS

The Nordic care sector is facing a structurally growing demand, driven by an ageing population and increased care needs across all target groups. At the same time, municipalities and society face a growing need to ensure sufficient capacity and high-quality care in a cost-effective and sustainable way. Furthermore, regulatory requirements and expectations regarding transparency, control and monitoring are steadily increasing.

Ambea has a strong position in care for the elderly and care for people with disabilities or in need of psychosocial support. The company focuses on knowledge, learning and proven care concepts to provide safe, high-quality care, and has extensive experience of developing care services in the Nordics.

Humana is a leading care provider offering specialised and personalised care services. The company operates in the areas of individual and family care, care for the elderly, as well as both special service housing and personal assistance for people with disabilities. Humana has extensive experience of developing care services in areas that address important and growing needs in society.

Ambea and Humana both have a clear focus on quality and responsible care. By combining Ambea’s Nordic care platform with Humana’s specialist expertise and care offering, the Combined Company would be even better positioned to meet growing and more complex care needs in the Nordics. The combination is expected to create a leading Nordic care platform with a strengthened geographical presence, a broader service offering and increased opportunities for knowledge sharing, method development and innovation. By bringing together complementary skills, care concepts and specialist knowledge, the Combined Company is expected to be able to offer high-quality, safe, personalised and cost-effective care, as well as create attractive development opportunities for employees and long-term partnerships with clients.

The combination is also expected to create a stronger financial foundation through, among other things, a broader revenue base and a more diversified business. Furthermore, the Combined Company is expected to realise synergies through reduced administrative costs, operational improvements and more efficient utilisation of shared resources. Overall, this is expected to contribute to a high-quality and cost-effective service offering, stronger cash flow generation and stable margins.

As part of the strategic focus for the Combined Company, Ambea intends to divest Humana’s business area Personal Assistance in Sweden (“PA Sweden”). Ambea considers that this business area has a different operational and regulatory profile to the Combined Company’s core operations within residential elderly care, social care and individual and family care in Sweden. Ambea considers that the proposed divestment will create a more focused Nordic care platform, whilst enabling the business and the employees to develop further under an owner with specific expertise in and focus on personal assistance in Sweden. For further information on the divestment of PA Sweden, see “The Put Option” above.

Ambea fully supports Humana’s current management and values the positions of its employees. With the exception of the decision to divest Humana’s business area PA Sweden following completion of the Offer, no decisions have been made regarding any material organisational or operational changes. The integration of Humana into the Combined Company will give rise to organisational and operational changes through the coordination and streamlining of the operational management structure and support functions, in order to fully utilise the combined expertise of both companies, including changes that will affect management and employees within operational management and support functions. Such measures will be determined following completion of the Offer and after an overall evaluation of the Combined Company. Ambea has no strategic plans that may have effects on employment at the locations where the care operations are conducted, or on the work with care receivers in general.

The structure of the Offer, which consists of a combination of shares in Ambea, cash and the potential Additional Consideration in the form of a CVR Instrument, has been designed on the basis of Ambea’s view of the long-term potential of the combination and its desire to give Humana’s shareholders the opportunity to become shareholders in the Combined Company and to benefit from the future value potential that Ambea believes the combination can create over time.

Stockholm, 24 August 2026

Ambea AB (publ)

The Board of Directors

For further information, reference is made to the information in this Offer Document, including the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB”, prepared by Ambea’s Board of Directors in connection with the Offer.

The description of Humana on pages 33–62 of the Offer Document has, in accordance with the statement on page 62, been reviewed by Humana’s Board of Directors.

Ambea’s Board of Directors confirms that it has taken all reasonable care to ensure that the information in this Offer Document concerning Ambea and the Combined Company is, to the best of its knowledge, in accordance with the facts and that nothing has been omitted which could affect its meaning.

RECOMMENDATION FROM HUMANA’S BOARD OF DIRECTORS AND FAIRNESS OPINION FROM BDO

TERMS AND CONDITIONS

The terms and conditions applicable to the Offer are set out in “Detailed information regarding the Offer” in the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB” to this Offer Document.

INFORMATION ABOUT THE COMBINED COMPANY

The following section provides an overview of the Combined Company. The section is based, among other things, on the assumption that the Offer is completed in the manner and in accordance with the timetable set out in this Offer Document. However, there is no guarantee that the Offer will be completed or that the Companies will be combined in the manner or within the timeframe set out in this Offer Document, which may result in the statements below regarding the Combined Company not being realised. See the sections “Risk Factors” and “Offer to the shareholders of Humana – Terms and conditions”.

The information in this section includes estimates regarding expected future synergies and other so-called forward-looking statements. Forward-looking statements do not constitute a guarantee of future results or developments, and actual outcomes may differ materially from those expressed in forward-looking statements. See also the sections “Important information – Forward-looking statements” and “Risk Factors”.

General

Ambea and Humana are two established Nordic care companies with complementary operations, geographical markets and service offerings. Through the Offer, Ambea intends to create the leading pan-Nordic care group. The Combined Company will offer a broad platform of care services comprising care for the elderly, care for people with disabilities and individual and family care, supplemented by competence and staffing solutions and education and skills development.

Ambea is one of the Nordic region’s largest care companies and operates in Sweden, Norway, Denmark and Finland. Ambea’s commissioning entities primarily consist of municipalities and welfare areas, which purchase care services for their residents. Ambea operates through the brands Nytida, Vardaga, Stendi, Validia, Altiden, Klara and Lära. In 2025, Ambea had approximately 41,000 employees,⁹ 1,050 units, 18,000 care receivers, 490 municipalities and welfare areas as commissioning entities, and net sales of MSEK 16,039.

Humana is a Nordic care provider operating in Sweden, Norway and Finland. Humana offers care throughout all stages of life with a high degree of specialisation and operates, among other things, in individual and family care, services for people with disabilities, psychosocial issues, mental health problems, care for the elderly and personal assistance. Humana’s business overview for 2025 is divided into Sweden Individual and Family, Sweden Personal Assistance, Norway and Finland, which accounted for 38 percent, 26 percent, 22 percent and 14 percent, respectively, of Humana’s net sales. In 2025, Humana had net sales of MSEK 10,011, 8,199 customers and 21,948 employees.¹⁰

Based on the companies’ respective reported net sales for the 2025 financial year, and without taking into account pro forma adjustments, purchase price allocation, transaction costs, integration costs, financing costs or synergies, Ambea and Humana together would have had aggregate net sales of approximately MSEK 26,050 and adjusted EBITA of approximately MSEK 2,013¹¹. Furthermore, the Combined Company, excluding Humana’s Swedish personal assistance operations, would have had aggregate net sales for the 2025 financial year of approximately MSEK 23,411 and adjusted EBITA of approximately MSEK 1,971, before synergies.

During the second quarter of 2026, Ambea’s net sales increased by 7 percent to MSEK 4,387 and adjusted EBITA amounted to MSEK 397, corresponding to an adjusted EBITA margin of 9.0 percent. During the period 1 January–30 June 2026, Humana’s net sales amounted to MSEK 5,057 and adjusted operating profit to MSEK 190, corresponding to an adjusted operating margin of 3.7 percent. Ambea showed continued growth and capacity expansion during the first half of 2026, while Humana during the same period showed improved profitability in Sweden and Finland, effects of the efficiency programme announced during 2025 and continued strategic expansion.

Business description of the Combined Company

Following completion of the Offer, Humana will become part of the Ambea group. The Combined Company will conduct care operations in Sweden, Norway, Denmark and Finland and will primarily offer services in care for the elderly, care for people with disabilities, individual and family care, competence and staffing solutions, and education and skills development.

The description below is based on Ambea’s existing business area and brand structure. Ambea reports its operations through the business areas Nytida, Vardaga, Stendi, Validia, Altiden and Klara, and describes Lära as the group’s competence and knowledge hub.

The future legal, operational and financial reporting structure of the Combined Company will be determined after completion of the Offer and following a more detailed review of Ambea’s and Humana’s respective operations, systems, processes, organisations and commissioning models. The description below should therefore not be construed as a final decision on future reporting segments, but rather as a description of how the Combined Company’s operations are expected to be understood based on Ambea’s current operating platform and Humana’s complementary operations.

In light of Ambea’s intention to divest Humana’s Personal Assistance in Sweden business area (“PA Sweden”), the Combined Company’s long-term operating profile should also be analysed excluding this operation. On that basis, the Combined Company is expected to have a broad and diversified Nordic care platform focused on care for the elderly, care for people with disabilities, individual and family care, competence and staffing solutions, and skills development. Geographical exposure is expected to remain greatest in Sweden, but with a significant presence also in Norway, Denmark and Finland.

Nytida – social care in Sweden

Nytida is Ambea’s Swedish business area within social care for people with disabilities and individual and family care and offers support and care for children, young people and adults with disabilities, psychosocial issues or other extensive care needs. The operations include, among other things, housing, day activities, support for individuals and families, and schools.

Through the combination with Humana, Nytida’s platform is expected to be supplemented by Humana’s Swedish operations in care for people with disabilities and individual and family care. Humana is a leading provider in Sweden in individual and family care and operates approximately 185 units in, among other things, HVB homes, short-term accommodation, foster homes and healthcare operations. On 1 April 2026, Humana completed the acquisition of Homsan AB in Sweden, strengthening Humana’s operations in day activities.

The Combined Company is thereby expected to obtain a substantially strengthened Swedish platform within social care. The combined operations are expected to be able to offer a broader service offering, greater geographical coverage and increased capacity in specialised care areas where there is a strong need for quality-assured and professional providers. The combination is also expected to provide better conditions for coordinating methodological support, quality processes, digital systems, skills development, occupancy management and follow-up in operations with similar commissioning entities and care needs.

Vardaga – elderly care in Sweden

Vardaga is Ambea’s business area for care for the elderly in Sweden. The operations include residential care homes for the elderly and, in selected locations, home care services.

Through Humana, additional operations in care for the elderly in Sweden are added. Humana operates 22 care homes for the elderly in Sweden, and during the first quarter of 2026 the company entered into an agreement to construct a new care home for the elderly with 100 places in central Sollentuna, with expected annual sales of approximately MSEK 100.

Vardaga is expected to remain the natural hub for the Combined Company’s Swedish care for the elderly. Through increased scale and a broader operational base, the Combined Company is expected to have better conditions to develop care homes for the elderly in its operations under own management, participate in procurements, further develop quality models, implement welfare technology and contribute to meeting the long-term growing need for care for the elderly.

Stendi – social care in Norway

Stendi is Ambea’s Norwegian business area for social care and conducts nationwide operations in disabilities and psychosocial issues for adults, children and young people.

Humana’s Norwegian operations include specialised care for children and young people, services for people with disabilities, services for people with psychosocial issues and mental health problems, and personal assistance. During the first quarter, Humana completed the acquisition of Familiehjelpgruppen AS in Norway, strengthening Humana’s offering in preventive care for children and young people.

Through the combination, Stendi is expected to be supplemented by Humana’s Norwegian operations and thereby create a broader Norwegian platform within specialised care. The Combined Company is expected to benefit from a larger operational base, broader competence and improved opportunities to offer municipalities and other commissioning entities quality-assured solutions for complex care needs.

Validia – social care in Finland

Validia is Ambea’s Finnish platform within social care. Through the acquisition of Validia, Ambea established a presence in Finland in 2025 and thereby became active in the four major Nordic countries. On 31 January 2026, Validia completed the acquisition of Sauma Lastensuojelupalvelut Oy, which includes 13 residential homes for children and young people as well as foster home operations.

Humana’s Finnish operations include specialised care for children and young people, services for people with disabilities and services for people with psychosocial issues and mental health problems. Humana describes Finland as a market where the company has a specialisation strategy and where services for clients with disabilities are identified as a growth area.

The combination is expected to strengthen the Combined Company’s Finnish platform within social care and specialised care services. The combination of Validia’s operations and Humana’s Finnish operations is expected to create better conditions for developing modern, individualised and quality-assured care solutions in a market with significant structural needs and a high proportion of private providers.

Altiden – elderly care and social care in Denmark

Altiden is Ambea’s Danish business area and provides care for the elderly and social care in Denmark. During the first quarter of 2026, Altiden entered into agreements for two new care homes for the elderly with a total of 184 care places, with planned growth from 2028. Ambea states that the establishment has been enabled by the new elderly care legislation in Denmark.

Humana has no Danish operations that are added through the Offer.¹² Altiden is therefore expected to continue primarily to constitute the Combined Company’s Danish platform. Altiden may also benefit from the Combined Company’s greater Nordic scale, common quality processes, digital tools, skills development, procurement coordination and exchange of experience within care for the elderly and social care.

Klara and Lära – competence, staffing and training

Klara is Ambea’s operation for competence and staffing solutions in Sweden, while Lära is Ambea’s competence and knowledge hub for skills development throughout the Nordic region.

In the Combined Company, Klara and Lära are expected to be of strategic importance for skills supply, internal training, quality development, leadership, language development and the dissemination of common working methods. Humana contributes a large employee base and specialist expertise in, among other things, individual and family care, social care, disabilities, complex care needs and personal assistance.

Within Humana Academy, Humana in turn provides and coordinates training and supervision assignments. Humana Academy is expected to contribute to Ambea’s training and staffing platform, and ultimately the Combined Company, being better positioned to meet one of the care sector’s greatest long-term challenges: the shortage of qualified care employees. A common competence platform may also contribute to strengthened regulatory compliance, improved quality, faster induction of new employees, reduced vulnerability and better opportunities for internal mobility and career development within the group.

Personal assistance and the intended divestment of Humana’s PA Sweden business area

Through Humana, the Combined Company gains operations in personal assistance, primarily in Sweden and Norway. Humana’s PA Sweden business area is a well-established and socially important operation that enables a more independent life for children, young people and adults with extensive disabilities.

Humana’s PA Sweden business area combines personal assistance in the customer’s everyday life with broad support for the customer and assistants. In addition to committed assistants, the operations include customer teams with expertise in, among other things, legal matters, payroll administration, recruitment, staffing and customer-facing management. This structure is an important part of the business offering and is intended to ensure safe, legally compliant and well-functioning assistance – from matters concerning the customer’s rights to the daily planning of assistance.

Humana’s PA Sweden business area reported net sales of MSEK 1,262 and operating profit of MSEK 4 for the period 1 January–30 June 2026. For the rolling twelve-month period, net sales for Humana’s Swedish personal assistance operations amounted to MSEK 2,575 and operating profit to MSEK 22.

Ambea considers that Humana’s PA Sweden business area will not constitute a strategic asset in the Combined Company and therefore intends to divest PA Sweden after completion of the Offer. Against this background, Ambea and Humana’s largest shareholder, Impilo, have agreed on a Put Option relating to PA Sweden. The Put Option means that, if Ambea fails to sell PA Sweden to a third party within twelve months after completion of the Offer, Impilo undertakes to acquire PA Sweden at a price to be calculated based on a certain multiple of an operational key performance indicator, subject to a maximum agreed amount. Impilo has no right to acquire PA Sweden; rather, this is an obligation that is triggered only if Ambea’s sale process does not result in a transaction on terms at least as good as, or better than, those under the Put Option, and if Ambea then chooses to exercise the Put Option.

As part of the agreement with Impilo, Ambea has undertaken to engage an investment bank to carry out the sale process, in which a vendor due diligence report will be prepared together with an insurable share purchase agreement. Subject to applicable rules, Impilo shall have insight into the sale process.

Operating models and business model

The Combined Company will conduct operations through a combination of own management, contract management, framework agreements, individual-based agreements, personal assistance in Norway and, until a potential divestment, in Sweden, staffing assignments and training services. The Combined Company will conduct care operations both under own management and under contract management. The operations under own management are conducted through different types of agreements, such as framework agreements and individual-based agreements. In addition, the Combined Company will offer personal assistance in Norway and, until a potential divestment, in Sweden, as well as staffing, recruitment and training services.

Ambea describes its principal operating models as own management, contract management, and staffing and training. In own management, Ambea operates care places in premises leased by the company for longer periods, often 10–15 years, and commissioning entities purchase places as needed. In contract management, Ambea takes over an existing care operation at the commissioning entity’s premises and operates it for a predetermined period. Staffing and training include, among other things, individual services, subscriptions and framework agreements.

Ambea’s current revenue base is primarily attributable to own management. During the first half of 2026, Ambea’s net sales in own management amounted to MSEK 7,071, corresponding to 82 percent of net sales, while contract operations amounted to MSEK 1,452 and competence and staffing solutions to MSEK 84. After the combination, the allocation may change, including as a result of Humana’s individual-based care services and the temporary inclusion of Humana’s Swedish personal assistance operations pending a potential divestment.

The Combined Company’s business model will continue to be based on long-term publicly funded demand, clear quality requirements, permits, supervision and follow-up. The company’s ability to deliver safe, individualised and cost-effective care will be central to its relationship with municipalities, regions, welfare areas, care receivers, relatives and employees.

Customers and commissioning entities

The Combined Company’s commissioning entities will primarily consist of municipalities, regions, welfare areas and equivalent public purchasers in the Nordic region. These public authorities are responsible for needs assessment, decisions on services, financing, procurement and follow-up of care services, while the Combined Company will provide care in accordance with applicable agreements, permits and quality requirements. The individuals receiving care constitute the company’s care receivers, customers or clients depending on the business area and local terminology. Relatives are also a key stakeholder group, particularly in care for the elderly, individual and family care, social care and personal assistance.

For the Combined Company, quality, continuity and trust will be key factors in relationships with both commissioning entities and care receivers. Public commissioning entities seek providers able to offer quality-assured care, stable operations, documented regulatory compliance, efficient use of resources and capacity to meet growing and more complex needs. Care receivers and relatives seek security, accessibility, participation, respectful treatment and care adapted to the individual’s needs.

The Combined Company’s care receivers will include elderly people, children, young people and adults with disabilities, people with psychosocial issues or mental health problems, and individuals and families with complex care needs. Through Ambea’s existing platform and Humana’s specialised operations, the Combined Company is expected to have a broader customer and commissioning base, with a greater ability to meet public authorities’ need for quality-assured, specialised and cost-effective care solutions. Humana’s Swedish personal assistance operations are added through the Offer but are intended to be divested within 12 months after completion of the Offer and should therefore not be described as a long-term part of the Combined Company’s core operations.

Market overview for the Combined Company

The Combined Company will operate in the Nordic market for care services. The market is characterised by long-term growing needs, publicly funded demand, a high degree of regulation and increasing requirements for quality, transparency, documentation and regulatory compliance.

The Nordic welfare model is based on publicly funded care in which municipalities, regions and welfare areas are responsible for ensuring that residents receive the care they need. Care is provided by both public and private providers within the framework of the legislation and regulatory requirements applicable in each country. Public and private providers operate in parallel, and private providers such as Ambea and Humana provide services within the framework of agreements, procurements, systems of choice and permits.

The key structural drivers of demand for the Combined Company’s services are expected to be an ageing population, increasing and more complex care needs in care for the elderly, care for people with disabilities and individual and family care, a shortage of qualified care employees, a need for increased care capacity, increased requirements for quality, follow-up and transparency, and continued development of digitalisation, welfare technology and new working methods. Ambea describes this as the major welfare challenge: fewer people must support more people, care needs are growing and the shortage of care employees is increasing.

Ambea states that the Nordic market for care services is large and growing, and that Ambea is the largest private care provider in Sweden, Norway and Denmark and has a growing position in Finland. According to Ambea’s market overview for 2025, the total care market amounted to MSEK 263,000 in Sweden, MSEK 214,000 in Norway, MSEK 145,000 in Denmark and MSEK 145,000 in Finland.

Through the combination, the Combined Company is expected to have broader and more diversified exposure to several Nordic markets and care segments. Based on the companies’ reported net sales for 2025 and taking into account Ambea’s intention to divest Humana’s PA Sweden business area, Ambea considers that the Combined Company will become the leading pan-Nordic care provider, based on its geographical presence in the four major Nordic countries of Sweden, Norway, Finland and Denmark, the companies’ reported net sales for 2025 and a broad care platform within care for the elderly, individual and family care, support for people with disabilities, psychosocial support, competence and staffing solutions, and education and skills development.

Financial effects

The Offer is expected to affect Ambea’s earnings and financial position in both the short and long term. In the short term, the Combined Company is expected to be affected by transaction costs, integration costs, purchase price allocation, financing structure and potential costs attributable to the harmonisation of systems, processes and organisation. In the longer term, the Combined Company is expected to benefit from a larger revenue base, a broader service portfolio, greater scale, improved processes and identified synergy opportunities.

The Offer is expected to have a positive impact on Ambea’s adjusted earnings per share already during the first full financial year after completion of the Offer, with a materially increasing effect thereafter. The illustrative aggregate net debt in relation to adjusted EBITDA excluding IFRS 16 for the Combined Company as of 31 December 2025 amounts to approximately 3.5x, excluding synergies.¹³

Based on the companies’ respective reported figures for 2025, and without taking into account pro forma adjustments, the Combined Company would have had the following aggregate financial profile:¹⁴

The Combined Company’s actual results, financial position and cash flow following completion of the Offer will depend on a number of factors, including the implementation of the integration, developments in the respective business areas, occupancy, reimbursement levels, personnel and salary costs, procurement outcomes, permit and quality matters, financing costs, tax effects, the divestment of Humana’s Swedish personal assistance operations and any changes in regulatory requirements.

For pro forma financial information, see the sections “Pro forma financial information” and “Auditor’s report on pro forma financial information” in the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB” to this Offer Document, which contains the unaudited pro forma financial information prepared for illustrative purposes to present a hypothetical overview of how Ambea’s acquisition of the shares in Humana could have affected Ambea’s consolidated income statement for the financial year ended 31 December 2025, had the acquisition been completed on 1 January 2025, and Ambea’s consolidated balance sheet as at 31 December 2025, had the acquisition been completed as at that date.

Significant and value-creating synergies

The Offer is expected to create conditions for significant value creation through operational, administrative and financial cost synergies. The synergies are expected to arise primarily through direct cost savings across geographies and business areas, coordination of overlapping group functions, harmonisation of systems, processes and support functions, and improved operational efficiency. Administrative synergies may arise through coordination of group functions and support functions, including finance, treasury, HR, legal, compliance, quality, sustainability, procurement, premises leases, IT, communications and reporting. The Combined Company is also expected to be able to reduce overlapping costs attributable to separate listed company structures, external advisers, licences, systems and group-wide administration.

Strategic and commercial synergies are expected to arise through the Combined Company having a broader service offering, greater geographical presence and enhanced ability to meet commissioning entities’ needs for long-term, quality-assured and specialised care solutions.

The Combined Company is expected, among other things, to strengthen its offering in complex care, increase capacity in prioritised segments, further develop existing relationships with municipalities and welfare areas, and share knowledge between the Nordic markets.

Ambea further considers that the Combined Company may realise annual pre-tax cost synergies of approximately MSEK 120 on a run-rate basis, with full effect in the second year after completion of the Offer.

The synergies are expected to arise primarily through increased operational efficiency, coordination of support functions, harmonisation of systems and processes, and more efficient use of common resources. Through greater scale and more efficient resource utilisation, the Combined Company is expected to have improved opportunities to invest in quality, skills development, digital ways of working and continued capacity expansion.

Certain one-off costs are expected to arise in connection with the realisation of the synergies, estimated at approximately MSEK 150 and expected to arise primarily within 12–15 months after completion of the Offer. Furthermore, transaction-related costs during 2026 are estimated at approximately MSEK 90.

The realisation of the synergies will depend on the implementation of the integration, timetable, costs of implementing integration measures, organisational conditions, maintained quality of care, regulatory conditions and other factors. There is therefore no guarantee that the synergies will be realised to the extent or within the timeframe currently assessed by Ambea.

Strategy and financial targets

The Combined Company’s strategic direction is expected to build on Ambea’s existing strategy and on the complementary strengths contributed by Humana. Ambea’s four strategic focus areas are to offer care services with the customer in focus, deliver quality through competence, create time for care, and accelerate innovation and welfare technology.

The Combined Company is expected to continue to prioritise care receivers and commissioning entities through individualised services, clear offerings and long-term partnerships with public authorities. The company is also expected to prioritise quality and regulatory compliance through common quality processes, follow-up, self-assessments, inspections and systematic improvement work.

Competence and leadership will be central to the Combined Company’s long-term development. Through training, internal mobility, recruitment, language development, inclusive workplaces and developing the attractiveness of care professions, the company is expected to strengthen its ability to attract, develop and retain qualified employees.

The Combined Company is further expected to work for efficient resource utilisation through improved staffing planning, digital tools, common processes and economies of scale. Innovation, AI and welfare technology are expected to be used to strengthen quality, the working environment and time for care. During 2025, Humana invested in digitalisation and AI, while Ambea has developed digital solutions through, among other things, the Ambea Innovation hub and internal development programmes.

Through the Combined Company’s greater scale, strengthened cash flow profile and expected synergies, Ambea considers that the company will have increased financial flexibility for continued investments in quality-enhancing initiatives, digitalisation, skills development, welfare technology and capacity in prioritised care segments. Ambea intends to prioritise investments that strengthen the company’s long-term competitiveness and contribute to safe, individualised and cost-effective care.

Financial targets

In connection with the Offer, Ambea has confirmed its financial targets for the Combined Company. The targets entail annual growth of 8–10 percent, an adjusted EBITA margin of 9.5 percent, net debt in relation to adjusted EBITDA excluding IFRS 16 of less than 3.25x, and a dividend payout ratio of 30 percent of annual profit. Net debt in relation to adjusted EBITDA excluding IFRS 16 may temporarily exceed 3.25x, for example in connection with acquisitions. The proposed dividend shall take into account Ambea’s long-term growth opportunities and financial position.

Future dividends from the Combined Company will be decided by Ambea’s Board of Directors and the general meeting and will depend on, among other things, earnings, financial position, cash flow, working capital requirements, investment opportunities, capital structure, integration costs, regulatory requirements and other factors deemed relevant by the Board of Directors.

Organisation

The integration between Ambea and Humana will be central to realising the expected strategic and financial effects of the Offer. After completion of the Offer, Ambea will conduct a more detailed review of Humana’s and Ambea’s respective organisations, support functions, systems, processes, management structures and operations in order to leverage economies of scale, competence and identified synergies.

Ambea intends to carry out the integration with particular focus on continuity of care, maintained quality and limited impact on care receivers, customers, commissioning entities and employees. The integration work is expected to be led with clear priorities and group-wide follow-up, and Ambea intends to draw on competence and experience from both Ambea and Humana. A central principle for the integration work will be to realise identified synergies without jeopardising quality, permits, regulatory compliance or continuity in daily care.

Ambea fully supports Humana’s current management and values the positions of its employees. With the exception of the decision to divest Humana’s business area PA Sweden following completion of the Offer, no decisions have been made regarding any material organisational or operational changes. The integration of Humana into the Combined Company will give rise to organisational and operational changes through the coordination and streamlining of the operational management structure and support functions, in order to fully utilise the combined expertise of both companies, including changes that will affect management and employees within operational management and support functions. Such measures will be determined following completion of the Offer and after an overall evaluation of the Combined Company. Ambea has no strategic plans that may have effects on employment at the locations where the care operations are conducted, or on the work with care receivers in general.

Ambea considers that the combination will create attractive development opportunities for employees of both companies. The Combined Company will be one of the largest private employers in the Nordic care sector and will have a particular responsibility to ensure a good working environment, skills supply, leadership, inclusion and employee engagement.

Quality, supervision and regulatory compliance

The Combined Company will operate in a highly regulated sector where permits, supervision, quality requirements, follow-up and continuous documentation are central elements of the operations. The Combined Company will need to ensure that its operations comply with applicable laws, regulations, permit conditions, procurement requirements, agreements and internal guidelines.

Ambea considers that the companies’ quality and methodological traditions are compatible. Ambea’s quality model is based on competence, clear procedures, proven concepts and systematic follow-up, while Humana contributes specialist expertise and experience of evidence-based working methods in complex and individualised care. Together, the companies are considered to have a common foundation in person-centred care, respect for the individual’s dignity, skills development and social responsibility.

Ambea conducts systematic quality work with group-wide quality indices, self-assessments, deviation management, quality inspections, surveys among care receivers and relatives, and follow-up by commissioning entities and authorities. In the second quarter of 2026, Ambea’s quality index was 7.80, compared with 7.83 in the corresponding quarter of the previous year.

Humana describes its care as highly specialised and person-centred, with a focus on evidence-based methods, proprietary methods and systematic measurement of the effects of interventions. In 2025, Humana had a customer satisfaction index of 85 and an employee satisfaction index of 76.

The Combined Company is expected to conduct systematic quality work comprising self-assessments, deviation management, follow-up of customer and care receiver satisfaction, dialogue with authorities, internal control and continuous improvement work. The Combined Company is expected to create better conditions for common quality processes, knowledge sharing and professional regulatory compliance.

Sustainability

The Combined Company’s operations are closely linked to social sustainability. The Combined Company will provide care services to people with extensive needs for support, security and care, and the operations will therefore have a direct impact on care receivers, relatives, employees, commissioning entities and society at large.

Ambea has identified climate change, employees, customers and responsible business conduct as material sustainability areas. Ambea has also had its updated climate targets approved by the Science Based Targets initiative, with targets to reduce Scope 1 and Scope 2 emissions by 58.8 percent by 2034 and reduce value-chain Scope 3 emissions by 63.8 percent per MSEK of value added, compared with the 2024 base year.

Humana states that the company’s climate targets were reviewed and approved by the Science Based Targets initiative during 2025 and that the targets are aimed at reducing the company’s climate impact in line with the Paris Agreement’s 1.5-degree target. During the first quarter of 2026, Humana was named Sweden’s most sustainable brand in healthcare and care by the Sustainable Brand Index for the fourth time. During the second quarter of 2026, Humana added sustainability linkage to its credit facility.

The Combined Company is expected to be able to coordinate sustainability work regarding climate, quality, employees, business ethics, regulatory compliance, supply chain and transparency. Harmonisation of reporting, targets, policies and follow-up will form part of the integration work.

Shareholdings following the Offer

The Offer consists of a combination of cash consideration and share consideration in Ambea. Provided that the Offer is accepted in full, Humana’s shareholders will hold approximately 16 percent of the shares and votes in the Combined Company, while Ambea’s current shareholders will hold approximately 84 percent of the shares and votes, assuming that the issue authorisation is utilised in full.

The new shares in Ambea issued as Share Consideration will have the same rights as existing shares in Ambea, including entitlement to dividends from the first record date for dividends occurring after the shares have been registered with the Swedish Companies Registration Office and Euroclear, unless otherwise stated in this Offer Document. The shares in Ambea are admitted to trading on Nasdaq Stockholm.

The illustrative table below shows the ownership in the Combined Company as if the Offer had been completed, based on the most recently available shareholder information:

INFORMATION ABOUT HUMANA

The following information constitutes an overview of Humana. Unless otherwise stated, the information in this description is based on publicly available information obtained principally from Humana’s website, the annual report for the 2025 financial year and the interim report for the period 1 January – 30 June 2026, and has been reviewed by Humana’s Board of Directors (see the section “– Statement by Humana’s Board of Directors” on page 62).

Business description

Humana – an overview

Humana is one of the Nordic region’s leading care providers, with operations in Sweden, Norway and Finland. Humana has 22,000 dedicated employees in Sweden, Norway and Finland, providing care services to 8,000 people.¹⁵ Net revenue amounted to MSEK 10,011 for the full year 2025.

Humana’s business concept is based on the vision that everyone is entitled to a good life, with the overarching goal of being the obvious quality choice for customers, clients and employees in care. Humana offers a higher degree of specialised care than the average in the market and is the market leader (#1 or #2) in care for children and young people in all markets in which Humana operates.

The business concept is implemented through a business model offering care services for every stage of life – from advanced institutional care to secure elderly care – to contractors primarily comprising municipalities and public authorities. Revenue is based on index-regulated and individually negotiated agreements as well as standardised reimbursement, and the operations are guided by four strategic focus areas: profitable growth, an attractive employer, satisfied customers and a socially responsible provider.

When Humana grows, more people are given the help they need to lead a good life. Value is created for customers and clients through individualised solutions, with self-determination and integrity as guiding principles, and systematically monitored, evidence-based quality. Value is created for shareholders through profitable growth, a dividend policy of 30 percent of the profit for the year and sound corporate governance, which forms the basis for a sustainable business creating long-term value. As a socially responsible provider, Humana contributes to improved quality in care, a stronger economy and reduced climate impact. Humana has science-based climate targets validated by SBTi and has been named Sweden’s most sustainable brand in care and social care.

Set out below is a more detailed description of Humana’s principal business areas.

Sweden

Sweden is Humana’s largest market and accounted for net revenue of MSEK 3,173 during the period 1 January – 30 June 2026, corresponding to 63 percent of the group’s net revenue. The operations are conducted in two business areas – Individual & Family (including elderly care) and Personal Assistance – with a total of approximately 185¹⁶ units in residential care homes, short-term housing, assisted living homes, family-based care, outpatient care, daily activities, special needs accommodation, schools, special service housing and healthcare operations, 22 elderly care homes and approximately 1,400 personal assistance customers. Revenue is largely based on index-adjusted agreements combined with individually negotiated agreements.

Humana is a leading provider of individual and family care and the largest provider of personal assistance in Sweden. Its strength is based on a specialised offering with a high proportion of complex assignments, evidence-based methods and systematic quality monitoring. In elderly care, Humana has delivered strong and stable results for several quarters, and within personal assistance, productivity and quality improvement measures, including AI-based solutions, have begun to have an effect.

The financial development in Sweden is characterised by a gradual improvement in profitability, which strengthened during the full year 2025 and continues into 2026. During the full year 2025, operating profit increased by 5 percent to MSEK 290 and the operating margin increased to 4.5 percent (4.3), driven by increased occupancy in elderly care as well as price increases and efficiencies in personal assistance. The trend was most evident in the third quarter of 2025, when the operating margin amounted to 8.0 percent and operating profit increased to MSEK 128, before declining in the fourth quarter to a margin of 1.8 percent. During the period 1 January – 30 June 2026, operating profit decreased by 4 percent to MSEK 129 and the operating margin amounted to 4.1 percent (4.2). Adjusted operating profit amounted to MSEK 145 (135) and the adjusted operating margin to 4.6 percent (4.2), primarily as a result of price increases, increased occupancy and efficiencies. However, market conditions for the Personal Assistance business area remain challenging: the standard increase of 1.5 percent for 2026 does not cover the industry’s actual cost increases, and the absence of index adjustment creates structural pressure on profitability. A positive indication is that a parliamentary majority is now pursuing the issue of indexation of compensation. The efficiency programme of MSEK 100 implemented in 2025 is expected to have a full annual effect by the end of 2026, which, together with continued growth in prioritised higher-margin segments and increased occupancy of existing capacity, is assessed to contribute to the achievement of the group’s financial targets.

Norway

Norway is Humana’s second-largest market and accounted for net revenue of MSEK 1,234 during the period 1 January – 30 June 2026, corresponding to 24 percent of the group’s revenue. Humana is one of the largest providers of private welfare services in Norway and offers personal assistance (BPA) as well as competence-intensive services within Barnevern (care for children and young people and family-based care), Helse og omsorgstjenester (HOT) and outpatient healthcare, organised in small, decentralised units across the country on behalf of the public health authority. The acquisition of Familjehjelpgruppen AS, completed in February 2026, further strengthens the offering in preventive care for children and young people and adds approximately MNOK 120 in annual revenue.

The strength of the Norwegian operations rests on specialised expertise in complex care assignments and a broad geographical presence. The integration of Team Olivia, acquired in 2024, has made the offering more comprehensive and efficient, and synergies from the acquisition have contributed positively to the operations’ profitability development.

The Norwegian operations demonstrate a stable and improved financial profile. During the full year 2025, operating profit increased by 20 percent to MSEK 140, while the operating margin was unchanged at 6.3 percent (6.3), positively affected by the acquisition of Team Olivia, which contributed MSEK 12, and operational efficiency improvements. The trend was strongest in the third quarter of 2025, when the operating margin amounted to 9.0 percent (7.5) and operating profit increased to MSEK 50 (42). During the period 1 January – 30 June 2026, operating profit amounted to MSEK 49 (51) and the operating margin to 4.0 percent (4.5), positively affected by price increases and a greater proportion of clients with complex needs within children and young people as well as a higher proportion of personal assistance hours performed, partly offset by fewer clients within children and young people and adults. A notable legal risk is the concluded proceedings before the Labour Court concerning retroactive overtime compensation as a consequence of scheduling under the “medleverturnus” system; judgment has been handed down and finds that the union gave notice of its claim for back payment in time, which means that Humana now needs to enter into negotiations with the union representatives regarding compensation for the period May–October 2023.

Finland

Finland is Humana’s smallest market and accounted for net revenue of MSEK 650 during the period 1 January – 30 June 2026, corresponding to 13 percent of the group’s revenue. Humana applies a clear specialisation strategy in Finland and is the leading provider of institutional care for children with complex needs; services for individuals with disabilities – both children and adults – have been identified as a strategic growth area. The sale of the elderly care operations in Finland, completed in 2025, entails a focus on these specialised, more competence-intensive segments.

The Finnish operations have undergone significant transformation in recent years and are today characterised by active growth initiatives. A newly established sales organisation is beginning to yield results in the form of increased occupancy, and Humana Finland has built a pipeline for new establishments corresponding to annual revenue of approximately MSEK 270, primarily within services for individuals with disabilities.

Financially, Finland is in a recovery phase following the significant restructuring entailed by the sale of the elderly care operations. For the full year 2025, operating profit decreased to MSEK 57 (128) and the operating margin to 4.1 percent (6.5), with some variation between quarters. The decline for the full year is essentially explained by the elderly care operations contributing MSEK 439 in the comparison year 2024, compared with only MSEK 31 in 2025, as well as lower demand in children and young people during the first half of 2025. However, the third quarter of 2025 was considerably stronger, with an operating margin of 10.3 percent, as a result of adjustments to the lower revenue base and improved profitability in children and young people. For the period 1 January – 30 June 2026, operating profit amounted to MSEK 13 (12), an increase of 5 percent, and the operating margin amounted to 1.9 percent (1.7). Start-up costs for new operations also have a negative impact on operating profit. Primarily, the lower number of customers in outpatient care as a result of the regions’ reduced purchasing behaviour has a negative impact, but this is expected to be offset by the ongoing improvement in profitability in children and young people and the increased occupancy generated by the newly established sales organisation – which is assessed to have a positive effect on profitability later in 2026.

Share capital and ownership structure

Shares, share capital and shareholders

The shares in Humana are listed on Nasdaq Stockholm, under the ticker HUM and ISIN code SE0008040653.

As at 30 June 2026, the number of shares in Humana amounted to 48,039,394 shares with a quota value of 0.027 SEK, corresponding to a share capital of 1,279,656 SEK. The ten largest shareholders in Humana are presented below:

According to the articles of association, the number of shares may amount to not less than 45,000,000 and not more than 180,000,000.

The shares in Humana are registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). This register is maintained by Euroclear Sweden AB, Box 191, 101 23 Stockholm. No share certificates have been issued for the shares in Humana.

Convertibles and warrants, etc.

Humana has not issued any convertibles, warrants or other securities, other than shares in Humana.

Right to participate in general meetings

Humana has only one class of shares, with each share entitling the holder to one vote.

Shareholders who are registered in the share register maintained by Euroclear six business days before a general meeting and who have notified their intention to participate no later than the date specified in the notice of the general meeting are entitled to participate in the general meeting and vote for all shares held.

Authorisations for the Board of Directors

At the annual general meeting on 1 June 2026, it was resolved, in accordance with the Board of Directors’ proposal, to authorise Humana’s Board of Directors, on one or more occasions before the next annual general meeting, to resolve on issues of new shares. Issues may be made with or without deviation from the shareholders’ preferential rights and may comprise no more than 10 percent of the total number of outstanding shares in Humana at the time of the annual general meeting’s resolution on the authorisation.

At the same annual general meeting, it was resolved, in accordance with the Board of Directors’ proposal, to authorise Humana’s Board of Directors, on one or more occasions before the next annual general meeting, to resolve on acquisitions and/or transfers of treasury shares. Transfers of treasury shares may be made with deviation from the shareholders’ preferential rights.

Holding of treasury shares

As at the date of this Offer Document, Humana holds 518,261 treasury shares.

Dividend policy

Humana’s target is for the dividend to amount to 30 percent of the profit for the year.

For the 2025 financial year, a dividend of 1.35 SEK per share was paid and for the 2024 financial year, a dividend of 1 SEK per share was paid. No dividend was paid for the 2023 financial year.

Shareholders’ agreements and other arrangements

Humana’s annual report for the 2025 financial year contains no information about existing agreements between major shareholders in Humana. To the knowledge of the respective Boards of Directors of Humana and Ambea, there are also no agreements between major shareholders in Humana and Ambea or Humana, except for certain shareholders’ undertakings to accept the Offer as described in the section “Offer to the shareholders of Humana – Undertakings by shareholders of Humana”.

Material agreements

Humana’s annual report for the 2025 financial year does not mention any material agreements to which Humana is a party and which could be affected, amended or terminated as a result of a change of control over Humana following a public offer.

Board of Directors, Executive Management and Auditor

Board of Directors

Anders Nyberg

Born in 1956. Chair of the Board of Directors since 2023 and member of the Board of Directors since 2020.

Education: Studied economics at Stockholm University.

Other current assignments: Chair of the Board of Directors of Gordon Delivery. Member of the Board of Directors Vaccin Direkt and Aquadental.

Holdings, including those of related parties, as at 2026-06-30: 52,700 shares.

Independent in relation to Humana, executive management and major shareholders.

Grethe Aasved

Born in 1954. Member of the Board of Directors since 2023. Member of the Remuneration Committee.

Education: Medical Doctor from Oslo University, Specialist in Psychiatry.

Other current assignments: Advisory Board member within Health Technology, Det Norske Veritas (DNV) and member of the Board of Directors of Remeo AS.

Holdings, including those of related parties, as at 2026-06-30: 2,334 shares.

Independent in relation to Humana and executive management and in relation to Humana’s major shareholders.

Monica Lingegård

Born 1962. Member of the Board of Directors since 2017. Member of the Remuneration Committee.

Education: M.Sc. Econ, University of Stockholm.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 1,500 shares.

Independent in relation to Humana and executive management and in relation to Humana’s major shareholders.

Leena Munter-Ollus

Born 1968. Member of the Board of Directors since 2023. Member of the Audit Committee.

Education: M. Sc. In International Accounting from the Swedish School of Economics in Helsinki.

Other current assignments: Chief Executive Officer at Taitotalo. Chair of the Supervisory Council of the Varuboden – Osla cooperative.

Holdings, including those of related parties, as at 2026-06-30: 2,145 shares.

Independent in relation to Humana and the executive management and in relation to Humana’s major shareholders.

Carolina Oscarius Dahl

Born 1983. Member of the Board of Directors since 2023.

Education: M.Sc. in Business and Economics from the Stockholm School of Economics.

Other current assignments: Partner at Impilo. Member of the Board of Directors of Avia Pharma Holding and Decon Products Holding.

Holdings, including those of related parties, as at 2026-06-30: 0 shares.

Independent in relation to the company and the executive management but not independent in relation to a major shareholder in the company.

Ralph Riber

Born 1958. Member of the Board of Directors since 2023. Member of the Audit Committee.

Education: Bachelor’s degree in economics and M.Sc. in Business Administration from the University of Gothenburg.

Other current assignments: Chair of the Board of Directors of Internationella Engelska Skolan. Member of the Board of Directors of Stockholms Stadsmission.

Holdings, including those of related parties, as at 2026-06-30: 12,000 shares.

Independent in relation to Humana and executive management and in relation to Humana’s major shareholders.

Fredrik Strömholm

Born 1965. Member of the Board of Directors since 2019. Chair of the Audit Committee.

Education: M.Sc. in Economics from the Stockholm School of Economics, with a major in finance at the Ecole des Hautes Etudes Commerciales in France; and studies in French, Russian and East European history at the universities of Uppsala and Stockholm.

Other current assignments: Co-founder of Impilo and chair of its Investment Committee, Member of the Board of Directors of Ortic 3D, Euro Accident, Decon Products Holding and Tandlaegen.dk, Skellefteå AIK Hockey and Oticon Medical. Chair of the Board of Directors of Natur & Kultur and the Stiftelsen Academedia.

Holdings, including those of related parties, as at 2026-06-30: 13,238,425 shares.

Independent in relation to Humana and executive management but not independent in relation to a major shareholder in the company.

Group executive management

Nathalie Boulas Nilsson – President and CEO

Born 1969. CEO since 2024.

Education: M.Sc. Business and Administration, Stockholm School of Economics.

Other current assignments: Board member of Vårdföretagarna.

Holdings, including those of related parties, as at 2026-06-30: 26,161 shares.

Hans Dahlgren – Business Area Manager, Personal Assistance

Born 1970. Business Area Manager, Personal Assistance since 2023. Previously, from 2022, Director of Quality, Communications and Development.

Education: MBA from the Stockholm School of Economics, specialising in change management, IT and healthcare; Bachelor of Arts specialising in political science/business administration, Uppsala University, California State University and Babson F.W. Olin Graduate School of Business.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 0 shares.

Christoffer Herou – CFO

Born 1981. CFO since 2024.

Education: Master of Business Administration, Lund University.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 7,850 shares.

Jonas Jarborn – Director of Quality and Compliance

Born 1972. Director of Quality and Compliance since 2025.

Education: Master of Science in Engineering, Chalmers University of Technology.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 0 shares.

Mona Lien – Country Manager, Norway

Born 1962. Country Manager, Norway since 2015.

Education: M.Sc. with a major in psychology, University of Oslo and Trondheim and New York University. Two-year leadership program at Business Economics Institute (BI).

Other current assignments: Board member of the Norwegian trade association NHO Service og Handel.

Holdings, including those of related parties, as at 2026-06-30: 14,913 shares.

Titti Lilja – Business Area Manager, Individual & Family

Born 1967. Business Area Manager, Individual & Family since 2021.

Education: Registered nurse (Malmö University), Health administration studies (Lund University). Courses in leadership and quality.

Other current assignments: Board member of Vårdföretagarna’s individual and family care sector.

Holdings, including those of related parties, as at 2026-06-30: 7,240 shares.

Nina Marklund Krantz – Director of Human Resources

Born 1974. Director of Human Resources since 2021. HR Manager for the Individual & Family business area since 2017.

Education: Bachelor’s degree from the Human Resources and Work life conditions, Kristianstad University. Various courses and trainings related to HR and management.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 4,512 shares.

Adam Nerell – CIO

Born 1977. CIO since 2022.

Education: M.Sc. in Computer and Systems Science, Stockholm University.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 499 shares.

Gabriella Reuterswärd – CMO

Born 1977. CMO since 2025.

Education: Master of Science in Economics and Business Administration, Stockholm School of Economics.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 1,000 shares.

Leila Rutanen – Country Manager, Finland

Born 1970. Country Manager, Finland since 2025.

Education: Master’s degree in Gerontology and Public Health, University of Jyväskylä.

Other current assignments: -

Holdings, including those of related parties, as at 2026-06-30: 0 shares.

Auditor

At Humana’s annual general meeting on 1 June 2026, it was resolved to elect the registered audit firm KPMG AB as auditor of the company until the end of the annual general meeting in 2027. The authorised public accountant Fredrik Westin has been appointed chief auditor. Fredrik Westin was born in 1972 and has been auditor in charge for Humana since 2025.

Summary financial development

This section contains selected historical financial information relating to Humana for the financial years 2025, 2024 and 2023 and for the period 1 January – 30 June 2026, with comparative figures for the period 1 January – 30 June 2025. The financial information for the financial years 2025, 2024 and 2023 has been derived from Humana’s annual reports for the financial years 2025, 2024 and 2023, which have been prepared in accordance with the Swedish Annual Accounts Act and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRS IC), as adopted by the EU. The annual reports for the financial years 2025, 2024 and 2023 have been audited by Humana’s independent auditor KPMG AB in accordance with the information set out in the related audit reports. Other information in this Offer Document has not been audited by Humana’s auditor unless expressly stated otherwise. The financial information for the periods 1 January – 30 June 2026 and 1 January – 30 June 2025 has been derived from Humana’s unaudited interim report for the period 1 January – 30 June 2026, which has been prepared in accordance with IAS 34 Interim Financial Reporting. The financial information for the period 1 January – 30 June 2026 has not been subject to audit or review.

Humana’s condensed consolidated income statement

Humana’s condensed consolidated balance sheet

Definitions

Humana’s interim report for the period 1 January – 30 June 2026

Humana’s articles of association

Adopted on 11 May 2021

Articles of Association for Humana AB, organization number 556760-8475.

The company’s name is Humana AB. The company is a public limited company (publ).

The Board of Directors shall have its registered office in Stockholm Municipality, Stockholm County.

The company’s business shall be to provide, directly or indirectly through subsidiaries, quality health and social care services, associated training activities and conduct activities compatible therewith.

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.

The number of shares shall be not less than 45,000,000 and not more than 180,000,000.

The Board of Directors shall consist of not less than 3 and not more than 10 members.

The company shall have a maximum of two auditors and a maximum of two deputy auditors or a registered auditing firm.

Notice of a general meeting shall be published in Post- och Inrikes Tidningar and on the company’s website. That notice has been given shall be announced in Dagens Industri.

A shareholder wishing to attend a general meeting must notify the company no later than the date stated in the notice of the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the general meeting.

Shareholders may bring one or two assistants to the General Meeting, but only if the shareholder notifies the company of the number of assistants in the manner specified in the previous paragraph.

The Annual General Meeting shall be held in Stockholm.

The following matters shall be dealt with at the Annual General Meeting:

The company’s financial year shall be the calendar year (January 1 – December 31).

The company’s shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7.4, second paragraph of the Companies Act (2005:551).

Prior to a general meeting, the Board of Directors may decide that shareholders shall be able to exercise their voting rights by post before the general meeting.

Statement by Humana’s Board of Directors

The description of Humana on pages 33–62 of this Offer Document has been reviewed by Humana’s Board of Directors. In the opinion of the Board of Directors, this brief description provides a correct and fair, albeit not complete, view of Humana.

Stockholm, 24 August 2026

Humana AB

Board of Directors

INFORMATION ABOUT AMBEA

Ambea is the Nordic region’s knowledge-leading care company. Ambea has more than 41,000 employees and works to create a good life for more than 18,000 care receivers at more than 1,000 units across the Nordics. Ambea aims to be the quality leader in all that it does, and its vision is to make the world a better place, one person at a time. Ambea is headquartered in Solna, Sweden, and is listed on Nasdaq Stockholm.

Ambea’s registered company name and trade name is Ambea AB (publ), corporate Reg. No. 556468-4354 and LEI code 549300AEVNZRHYI5HV24. The Board of Directors has its registered office in the Municipality of Stockholm, Stockholm County. Ambea was incorporated in Sweden on 25 May 1993 and registered with the Swedish Companies Registration Office on 9 July 1993. Ambea is a public limited liability company and its operations are governed by the Swedish Companies Act. According to Article 3 of its articles of association, Ambea’s objects are to, directly or through subsidiaries, offer high-quality services to elderly people and people with disabilities and to conduct other business oriented towards services, care, learning and/or other activities compatible therewith.

Further information about Ambea and the shares in Ambea is included in the appendix “Prospectus regarding the offer of shares and CVR Instruments in Ambea AB (publ) to the shareholders of Humana AB” to this Offer Document. See also Ambea’s website, www.ambea.se.

TAX MATTERS IN SWEDEN

The following is a summary of certain Swedish tax matters that arise as a result of the Offer for individuals and limited liability companies holding shares in Humana and who are unlimitedly liable to tax in Sweden, unless otherwise stated. The summary is based on legislation currently in force in Sweden and is intended only as general information.

The summary does not address:

Special tax rules also apply to certain categories of companies. The tax treatment of each individual holder of securities depends on that holder’s specific circumstances. Each holder of shares in Humana should consult independent tax advisers regarding the tax consequences that the Offer may entail for that holder, including the applicability and effect of foreign rules and tax treaties. The summary below is based on the assumption that the shares in Humana are deemed listed securities for tax purposes. However, no assurance is given that the shares are, or will be, deemed listed securities.

Disposal of shares in Humana

Shareholders who accept the Offer are deemed to have disposed of their shares in Humana and are taxed on a capital gain.

General calculation rules for capital gains and capital losses

Capital gains and capital losses, respectively, are calculated as the difference between the consideration on disposal of the shares, less selling expenses, and the cost basis, and must be reported in the income tax return. The cost basis for all shares of the same class and type is aggregated and calculated jointly by applying the average-cost method. Alternatively, for sales of listed shares, the standard method may be used. Under this method, the cost basis may be determined as 20 percent of the sale proceeds after deduction of selling expenses.

Individuals

For individuals who are unlimitedly liable to tax in Sweden, capital income such as interest, dividends and capital gains is taxed in the income-from-capital category. The tax rate in the income-from-capital category is 30 percent. Capital losses on listed shares may be deducted in full against taxable capital gains arising in the same year, both on shares and on listed securities taxed as shares (but not units in investment funds or special funds containing only Swedish debt instruments, known as interest funds). For capital losses on listed shares that have not been deducted through the set-off possibility mentioned above, a deduction is allowed in the income-from-capital category for 70 percent of the loss.

If a deficit arises in the income-from-capital category, a reduction of tax is granted against tax on income from employment and business activities, as well as property tax and municipal property charges. The tax reduction is 30 percent of the portion of the deficit not exceeding SEK 100,000 and 21 percent of the remaining deficit. Deficits may not be carried forward to subsequent tax years.

Limited liability companies

For limited liability companies, all income, including taxable capital gains and taxable dividends, is taxed in the income-from-business category at a rate of 20.6 percent. Capital gains and capital losses, respectively, are calculated in accordance with the description above under “General calculation rules for capital gains and capital losses”.

Deductions for deductible capital losses on shares and other securities taxed as shares are allowed only against taxable capital gains on shares and other securities taxed as shares. A capital loss that has not been utilised in a particular year may be carried forward (by the limited liability company that incurred the loss) and deducted against taxable capital gains on shares and other securities taxed as shares in subsequent tax years without time limitation. If a capital loss cannot be deducted by the company that incurred the loss, it may be deducted against taxable capital gains on shares and other securities taxed as shares in another company within the same group, provided that the companies are entitled to group contributions and both companies request this for a tax year having the same tax-return date (or that would have had the same date had the accounting obligation of either company not ceased). Special tax rules may apply to certain categories of companies or legal entities, such as investment companies and life insurance companies.

Shareholders who are limitedly liable to tax in Sweden

Individuals and legal entities who are limitedly liable to tax in Sweden are normally not subject to Swedish capital gains tax on the disposal of shares. The holder of shares may, however, be subject to taxation in its state of residence.

However, under a special rule, individuals who are limitedly liable to tax in Sweden are subject to Swedish capital gains tax on the disposal of shares and other securities taxed as shares if, at any time during the calendar year in which the disposal takes place or during the preceding ten calendar years, they have been resident or permanently stayed in Sweden. The application of the rule is, however, in many cases limited by tax treaties.

Disposal of shares in Humana for the Cash Consideration, the Share Consideration and the Additional Consideration

The Cash Consideration is taxable as a capital gain.

For the part of the consideration consisting of shares in Ambea, the Share Consideration, the rules on deferred taxation are applicable to individuals and the rules on tax-deferral qualifying share exchanges are applicable to legal entities, provided that the disposal takes place on market terms and that Ambea holds shares in Humana representing in aggregate more than 50 percent of the total number of votes in Humana at the end of the calendar year in which the disposal takes place.

For any Additional Consideration, see “Tax matters in Sweden – Taxation of the Additional Consideration” below.

Individuals

Where the rules on deferred taxation in share exchanges apply, individuals are deemed to have acquired the shares in Ambea for a price corresponding to the actual cost basis of the disposed shares in Humana. Under these rules, the exchange of shares need not be reported.

Under these rules, the Cash Consideration is fully taxable, and the entire cost basis is transferred to the shares in Ambea received.

Legal entities

Legal entities wishing to defer taxation of a capital gain must report the gain in their tax return and simultaneously claim deferral of taxation of the capital gain. Capital gains and capital losses, respectively, are calculated as the difference between the cost basis of the disposed shares in Humana and the market value of the shares in Ambea received. Upon request, the Swedish Tax Agency may issue general guidance regarding the disposal price and the acquisition cost applicable at the time of a share exchange. Ambea intends to submit such a request, and the information will be available on Ambea’s and the Swedish Tax Agency’s websites (www.ambea.se and www.skatteverket.se, respectively). If deferral is granted, a deferral amount is determined and allocated equally among the shares in Ambea received as consideration for the shares in Humana.

The Cash Consideration received under the Offer is fully taxable under these rules.

Taxation of the Additional Consideration

Any cash Additional Consideration is taxed as a capital gain in the tax year in which it can be calculated and is taxed by applying the circumstances and calculation rules that applied in the year of disposal in respect of the shares in Humana.

OFFER RESTRICTIONS

The offer of shares and CVR Instruments in Ambea is made only on the basis of a prospectus following approval and registration by the SFSA. An English language translation of the Swedish Prospectus is appended to this Offer Document. No person should take a position on the Offer or elect to sell or receive any shares or CVR Instruments pursuant to the Offer on the basis of anything other than the information in this Offer Document and the Prospectus.

Important information for shareholders outside Sweden and for banks, brokers, dealers, nominees and other institutions holding shares for persons resident outside Sweden

This Offer Document does not constitute an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa, or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to the laws, restrictions and regulations of such relevant jurisdiction (the “Restricted Jurisdictions”). Shareholders who are not resident in Sweden and who wish to participate in the Offer must carry out further enquiries regarding applicable legislation and possible tax consequences.

The Offer is not being made, directly or indirectly, in or into the Restricted Jurisdictions by mail, by any means of communication (including, but not limited to, facsimile, e-mail, telex, telephone and the internet) used in national or international commerce or by any national securities exchange or trading venue in the Restricted Jurisdictions, and the Offer may not be accepted by any such means or instrumentality in or from the Restricted Jurisdictions. Accordingly, neither the Offer Document nor any other documentation relating to the Offer is being, or may be, sent, mailed or otherwise distributed in or into the Restricted Jurisdictions.

The Offer Document is not being, and may not be, sent to shareholders with registered addresses in the Restricted Jurisdictions. Banks, brokers, dealers and other nominees holding nominee-registered shares for persons in the Restricted Jurisdictions may not forward the Offer Document or other documents relating to the Offer to such persons. Persons receiving such documents or information (including nominees, representatives and agents) should not distribute or send them in or into a Restricted Jurisdiction or use mail or any other means of communication within a Restricted Jurisdiction in connection with the Offer.

Failure to comply with these restrictions may constitute a violation of the securities laws of any of the Restricted Jurisdictions. It is the responsibility of all persons receiving the Offer Document, the acceptance form or other documents relating to the Offer Document or the Offer, or otherwise coming into possession of such documents, to inform themselves of and observe all such restrictions. Any recipient of the Offer Document who is uncertain as to its position in relation to these restrictions should consult its professional adviser in the relevant jurisdiction.

Neither Ambea nor DNB Carnegie Investment Bank AB (publ) (“DNB Carnegie”) accepts or assumes any responsibility for any violation by any person of any of these restrictions.

The Offer Document does not constitute an offer to acquire or receive securities other than the shares in Humana covered by the Offer.

Any tender of shares in the Offer resulting from a direct or indirect breach of the restrictions described in the Offer Document and accompanying documents will be invalid. Furthermore, persons who have tendered shares pursuant to the Offer will not be deemed to have made a valid tender if such person is unable to make the representations and warranties set out in the section “Offer restrictions – Certifications regarding restrictions” below and any corresponding representations and warranties in the acceptance form.

Acceptances of the Offer and tenders of shares in Humana made by a person located in a Restricted Jurisdiction, by any nominee, representative, agent or other intermediary acting on a non-discretionary basis for a principal giving instructions from the Restricted Jurisdictions, or through the use of mail or any other means of communication within the Restricted Jurisdictions, whether directly or indirectly, will not be accepted (and should not be accepted by any nominee, representative, agent or other intermediary holding shares in Humana for any persons).

Any acceptance form or other communication relating to the Offer that originates from, is postmarked from, has a return address in, or otherwise appears to have been sent from the Restricted Jurisdictions will not be accepted (and should not be accepted by any nominee, representative, agent or other intermediary).

Acceptances of the Offer and tenders of shares in Humana will not be accepted (and should not be accepted by any nominee, representative, agent or other intermediary) if consideration for the shares in Humana must be mailed or otherwise delivered to or within a Restricted Jurisdiction or if an address in a Restricted Jurisdiction is provided for receipt of the purchase price for the shares in the Offer or for return of the acceptance form.

Each of Ambea and DNB Carnegie reserves the right, in its sole discretion (and without prejudice to the shareholder’s responsibility for the representations and warranties made by it), (a) to reject tenders of shares without further investigation where the origin of such tender cannot be determined, or (b) to investigate, with respect to tenders of shares pursuant to the Offer, whether any representations and warranties made by a shareholder are correct and, if such investigation is undertaken and as a result Ambea determines (for any reason) that such representations and warranties are incorrect, reject such tender.

The Offer Document does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. The Offer Document is distributed to, and is directed only at, persons in the United Kingdom who are “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who are: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom the information may lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which the Offer Document relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons must not act on or rely on the Offer Document or its contents.

DNB Carnegie will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Ambea for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other transaction, matter or arrangement referred to in this Offer Document.

Certifications regarding restrictions

By accepting the Offer through delivery of a duly signed acceptance form to DNB Carnegie, the holder of tendered shares, and any nominee, representative, agent or other intermediary that delivers the acceptance form or participates in the Offer on behalf of the holder, represents and warrants that it:

if acting in the capacity of a nominee, representative, agent or other intermediary, either (i) has full investment discretion with respect to the shares covered by the acceptance form or (ii) the person on whose behalf it acts has approved that it makes the aforementioned representations and warranties and was not located in, resident in, or a citizen of, a Restricted Jurisdiction at the time the shareholder instructed such nominee, representative, agent or other intermediary to accept the Offer on his or her behalf, and such nominee, representative, agent or other intermediary processes the acceptance in the ordinary course of its business as an intermediary.

INFORMATION TO INVESTORS IN THE UNITED STATES

The Offer is made to U.S. shareholders in Humana on the same terms and conditions as those made to all other shareholders in Humana to whom the Offer is made, in reliance on the exemption for so-called “Tier I” offers under Rule 14d-1(c) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the U.S. tender offer rules. All information documents, including the Offer Document, are disseminated to U.S. holders on a basis comparable to the method pursuant to which such documents are provided to Humana’s other shareholders. U.S. shareholders should note that Humana is not listed on a securities exchange or trading venue in the United States, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission. The new shares in Ambea that may be issued as Share Consideration and the CVR Instruments that may be issued as part of the Consideration in connection with the Offer are not being, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Such securities are being offered in the United States pursuant to the exemption from registration provided by Rule 802 under the Securities Act.

The offer materials will be furnished to the U.S. Securities and Exchange Commission (“SEC”) under cover of Form CB. Ambea will file a Form F-X with the SEC appointing an agent for service of process in the United States in connection with the Offer.

The Offer is made for the issued and outstanding shares of Humana, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Tier I exemption exempts the Offer from most provisions of Regulation 14D and Rules 14e-1 and 14e-2 under the Exchange Act. Accordingly, the Offer is being conducted primarily in accordance with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Humana domiciled or resident in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

To the extent permissible under applicable law or regulations, Ambea and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Ambea or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Humana outside the United States (or any securities that are convertible into, exchangeable for or exercisable for such shares). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, affiliates to the financial advisors to Ambea may also engage in ordinary course trading activities in securities of Humana, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law and regulation. Any information about such purchases will be announced as and to the extent required under applicable Swedish law, rules or regulations.

The receipt of the Consideration (including the Cash Consideration, the Share Consideration and the CVR Instrument) pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither Ambea nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

This Offer is made for the securities of a foreign company. The Offer is subject to the disclosure requirements of Sweden, which are different from those of the United States. Ambea’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Ambea is located in another country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue Ambea or Humana or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Ambea or Humana and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THE OFFER OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THE OFFER IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

CONTACT DETAILS

Ambea AB (publ)

Röntgenvägen 3D

SE-171 29 Solna

Sweden

Telephone: 08–57870000

www.ambea.se

Humana AB

Warfvinges väg 39

SE-112 51 Stockholm

Sweden

Telephone: 08–59929900

www.humanagroup.se

AUDITOR TO AMBEA

Ernst & Young Aktiebolag

Hamngatan 26

SE-111 47 Stockholm

Sweden

FINANCIAL ADVISOR TO AMBEA

DNB Carnegie Investment Bank AB

Regeringsgatan 56

SE-111 56 Stockholm

Sweden

LEGAL ADVISORS TO AMBEA

APPENDIX

Prospectus regarding the offer of shares and

CVR Instruments in Ambea AB (publ) to

the shareholders of Humana AB

AMBEA AB (PUBL)

DNB CARNEGIE INVESTMENT BANK AB (PUBL)

SUMMARY

RISK FACTORS

This section contains the risk factors and significant circumstances considered to be material to Ambea’s and, in turn, the Combined Company’s business and future development, assuming completion of the Offer. The risk factors relate to the Ambea group’s operations, industry and markets, and further include operational risks, financial risks, legal and regulatory risks, tax risks, Offer-related risks and risk factors related to the securities. The assessment of the materiality of each risk factor is based on the probability of its occurrence and the expected magnitude of its negative impact. In accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”), the risk factors mentioned below are limited to risks which are specific to Ambea and/or to the securities and which are material for taking an informed investment decision.

The description below is based on information available as of the date of this Prospectus. The risk factors that are currently considered to be the most material are presented first in each category and the subsequent risk factors are presented in no particular order.

Risks related to Ambea and its operations

Ambea is affected by demand for private care services, which is in turn affected by demographic, economic and political factors and developments in the care market

Ambea provides services in the areas of care for people with disabilities, individual and family care and elderly care, with a focus on residential care and operations run in-house. Ambea has a local presence and, as at the date of the Prospectus, has approximately 18,000 care receivers and more than 1,050 units in Sweden, Norway, Denmark and Finland, with approximately 41,000 employees and more than 470 municipalities and 20 welfare areas as clients. Ambea also provides care services under contract and staffing services in certain care professions. Ambea’s revenue is therefore dependent on demand for the type of care services provided by Ambea. Demand for such services is in turn dependent on, among other things, demographic developments, public funding, political priorities and developments in the care market and other external factors.

Demographic factors affecting demand for Ambea’s services include, among other things, population structure, age structure, birth rate, public health and migration. Changes in demographic factors in the markets in which Ambea operates may reduce demand for Ambea’s services, for example through a lower proportion of people in need of care in the population or changed patterns of need.

Ambea’s operations are furthermore, to a material extent, dependent on private providers continuing to be permitted to provide publicly funded care services and retain surpluses on commercially sustainable terms. Political decisions or administrative practice at national, regional or local level may entail restrictions on private welfare providers, for example through the level of public expenditure and priorities (budgets) or the degree of privatisation in the public economy. In the long term, Ambea, and in turn the Combined Company, may also be affected by changes in legislation that may limit Ambea’s market (for example, rights-based legislation) or its ability to operate in accordance with certain economic principles (for example, profit distribution). The question of prohibiting or limiting profit distribution in tax-funded welfare is from time to time the subject of political debate, particularly in Sweden and Norway. If parties or movements that wish to limit private welfare providers’ ability to generate or dispose of surpluses gain decisive influence, the regulatory frameworks may be amended in a manner that limits Ambea’s business model, for example through lower permitted compensation or profit levels, restricted market access or additional permit and reporting requirements. This may impair Ambea’s ability to open new units, acquire and integrate businesses and retain and win contracts on acceptable terms. As several operations require long-term investments, lease commitments and the gradual build-up of occupancy, such developments may have a material adverse effect on Ambea’s, and in turn the Combined Company’s, operations, financial position and results. Extended permit requirements may also entail increased costs of handling permits and delays in the start-up of new units, and Ambea may fail to obtain the necessary permits.

Demand for Ambea’s care services may also be adversely affected by a downturn in general economic conditions or public spending cuts in the markets in which Ambea operates. The expected demographic trend of an ageing population may lead to a lower employment rate, which may result in reduced tax revenue relative to costs and less public funding being allocated to care services. If public funding for care services decreases for these or other reasons, public procurers may pay less for procured services, which may reduce demand for and put pressure on the prices of Ambea’s services.

Demand may also be affected by developments in the care sector and changes in the care methods applied by Ambea, such as treatment methods, research and advances in medicine and care, as well as technical and digital aids. If Ambea is unable to adopt new care methods, or if new methods and solutions reduce demand for Ambea’s services, Ambea’s competitiveness may be weakened. Demand is also affected by changes in society at large, for example perceptions of care and treatment as a result of diagnoses and special needs, which may entail reduced demand for Ambea’s services.

If one or more of the above-mentioned factors develop unfavourably, this may, individually or collectively, have a material adverse effect on the Ambea group’s margins, cash flow, the value of goodwill and other intangible assets, and its ability to distribute funds to shareholders.

Ambea depends on public clients’ budgets and purchasing volumes

Ambea’s revenue derives in all material respects from publicly financed health and care services, primarily commissioned by municipalities, regions and welfare areas in four Nordic countries. Although Ambea has a broad client base with clients in more than 470 municipalities and 20 welfare areas, its operations depend on public budget processes, purchasing volumes and priorities in health and care.

Adverse developments may arise if the finances of municipalities, welfare areas and other public entities are or become strained while welfare costs increase more rapidly than revenues. Such cost pressure may result in public purchasers seeking to limit or reduce the compensation for Ambea’s services, imposing more restrictive terms, renegotiating existing agreements or, to a greater extent, selecting providers based on price. This may lead to price pressure, particularly in new procurements, extensions of existing agreements or renegotiations of compensation models. If Ambea is unable to compensate for lower levels of compensation through cost savings, efficiency improvements or increased volumes, Ambea’s margins could deteriorate.

Ambea also depends on compensation levels and compensation models within publicly financed health and care being set on terms that compensate for Ambea’s costs. The Ambea group’s cost base consists largely of personnel costs, which as at 31 December 2025 amounted to MSEK 11,169, and other costs that may be difficult to adjust in the short term without affecting quality or Ambea’s ability to comply with regulatory and contractual requirements. For example, public decisions on compensation levels, such as the annually determined municipal compensation under the Swedish Act on Systems of Choice (2008:962), may not fully compensate for actual cost increases, in particular wage increases under collective bargaining agreements. The absence of index adjustment may, in combination with increased costs resulting from, among other things, the right to overtime and daily rest, contribute to lower profitability in the industry and, in the long term, affect the ability to maintain quality in the operations and, in turn, the Combined Company. If compensation levels do not fully compensate for increased wages, staffing, premises, energy or other operating costs, this may adversely affect Ambea’s profitability. There is also a risk that Ambea, in order to maintain competitiveness in procurements, accepts lower compensation or less favourable contractual terms.

If compensation levels do not compensate for increased costs, or if public clients reduce their purchasing, do not extend agreements or reprioritise their health and care initiatives, this may have a material adverse effect on Ambea’s revenue, growth, margins, results and financial position.

Ambea operates in a highly regulated market and is affected by changes to, and new interpretations of, laws, regulations, ordinances and practice

The market for care services is subject to extensive and complex regulation at national, regional and local level, with which Ambea must comply. The regulatory frameworks cover, among other things, permits, requirements for accessibility and access to services, employees’ qualifications, rights and obligations, confidentiality relating to records and other personal information concerning care recipients, public financing, pricing, operational guidelines, the working environment and safety, as well as the quality of the services. In the event of breaches, Ambea may be subject to fees, fines, penalties or other sanctions, and contractual counterparties may have the right to terminate agreements. Inadequate regulatory compliance, whether actual or perceived, may also damage Ambea’s reputation and result in fewer contracts and clients or in operations having to be closed. Any breach, or perceived breach, may therefore have a material adverse effect on Ambea’s reputation, contract portfolio, operations and results.

Ambea may incur transition costs as a result of new or amended laws, regulations and ordinances or new interpretations of existing ones. Such changes may also entail reduced demand for Ambea’s services, force Ambea to lower prices or adapt its operations to new requirements. Ambea may find it difficult to adapt its operations to future regulatory changes or new permit requirements and may not, particularly in the short term, be able to compensate for such costs in its pricing. There is also a risk that Ambea may be unable to comply with new requirements and rules.

As a result of reports of organised crime and abuse of personal assistance compensation, political decisions have been made to appoint the inquiry “More effective measures against welfare crime and increased predictability in personal assistance”, which may result in tighter supervision and legislation (for example in the supervision of activities under the Act concerning Support and Service for Persons with Certain Functional Impairments (LSS) and other activities central to Ambea). Such measures may create an increased risk of regulatory complexity and uncertainty, as well as a risk of delays in new permits, withdrawn permits and increased administrative costs. Any change or new interpretation may therefore entail a risk to Ambea’s permits and administrative costs, as well as to the manner in which Ambea conducts its operations and, in turn, its results and financial position.

Publicised practices, working methods, incidents or deficiencies in care, whether alleged or actual, may result in negative publicity and damage Ambea’s reputation and financial position

Ambea’s ability to maintain good relationships with current and potential care recipients, relatives and clients, particularly local officials and politicians, and to obtain and retain contracts in public procurement, is partly dependent on its reputation. The operations are consequently sensitive to risks that may damage its reputation, such as rumours, negative publicity or inappropriate conduct by employees, theft and other incidents at Ambea’s care homes, or if Ambea were to be associated with allegations or investigations of corruption or bribery, regardless of whether such rumours are supported by factual circumstances or not. Employees’ breaches of quality requirements or other legal or regulatory requirements, or breaches of contract, for which Ambea may need to assume responsibility, may also damage its reputation. Due to the nature of its operations, Ambea is generally prevented from responding to publicity concerning individuals. Operations conducted by private care providers are subject to significant media scrutiny, and negative publicity may have a substantial impact even when it concerns individual operations or previous circumstances, which may limit the number of care recipients who choose Ambea under a system of choice, as well as the number of clients and other parties. Negative publicity concerning other participants in the care market, particularly private participants, may also adversely affect Ambea’s brand, regardless of whether Ambea has been involved in the events. If Ambea is unable to respond effectively to negative publicity, it may become more difficult to attract care recipients, clients and qualified employees, which may have a material adverse effect on Ambea’s operations, revenue, growth, results and financial position.

Ambea is dependent on obtaining and maintaining permits and its operations are subject to extensive monitoring and quality control

Ambea conducts health and care operations in Sweden, Norway, Denmark and Finland under regulatory frameworks that require permits, registration or certification for individual operations. In Sweden, a permit from the Swedish Health and Social Care Inspectorate (“IVO”) is required for each individual operation, while corresponding requirements apply through, among others, Barne-, ungdoms- og familiedirektoratet (“Bufdir”) in Norway, Socialtilsynet or Sundhedsstyrelsen in Denmark, and the National Supervisory Authority for Welfare and Health in Finland. The Ambea group is therefore dependent on continuously ensuring compliance with applicable permits, quality requirements and supervisory processes. Clients monitor that contracted services are delivered as agreed. Supervisory authorities ensure that providers comply with laws and quality requirements, irrespective of operating model. Legal requirements and supervision of private providers are generally stricter than those applicable to public providers. The close monitoring and clear regulation are central elements of the Nordic welfare model.

If necessary permits are not obtained in time, are withdrawn, or operations are conducted in breach of applicable permits, for example as a result of a changed target group or a change of manager, Ambea may need to restrict, discontinue or restructure the affected operations. During the first quarter of 2026, IVO made decisions in ten supervisory matters without criticism, while corresponding supervision in Norway, Finland and Denmark during the same period in several cases resulted in criticism and subsequent measures. During permit processes, Ambea may also have ongoing lease agreements or employed personnel without operations being conducted at the premises, which may cause costs without matching revenue. It may also be uncertain whether permits are required to conduct a particular operation and whether Ambea will obtain the permits applied for. Permit-related deficiencies may result in sanctions and reports; for example, Ambea has historically been reported to the police by IVO for lacking permits for previously non-permit-required supported housing and for a supported housing facility acquired shortly before that time. Such circumstances may result in delayed growth initiatives, loss of revenue, adjustment costs, a need to relocate care recipients and damage to Ambea’s reputation.

Ambea is also reviewed and monitored by clients, whose agreements generally contain strict provisions and requirements for the provision of care services, and to some extent by the media. Ambea must comply with requirements concerning, among other things, operations, quality, record keeping, documentation, staffing, training, food and activities for care recipients. If Ambea is unable to meet such contractual and quality requirements, for example as a result of deficiencies or understaffing, Ambea could become subject to orders subject to a conditional fine, damages, contractual penalties, reputational damage or, ultimately, lose the contracts and/or permits necessary to conduct its operations. Since framework agreements and individual customer contracts do not in themselves guarantee the purchase of services or placements, quality deficiencies may affect purchasing volumes even if the agreements are not terminated. Terminations, particularly in connection with quality deficiencies, may further impair Ambea’s opportunities to obtain new contracts in public procurement.

Many of Ambea’s permits are linked to a specific operator and to the property or premises where the relevant operation is conducted. Operations under own management are normally conducted in care homes that Ambea leases from external property owners. If a landlord terminates the lease agreement for vacation of the premises or a change in terms, this may affect Ambea’s permits and result in lost revenue. If a property owned by Ambea where permit-required operations are conducted is divested, if an operation must move from the premises to which a permit relates, or if the designated operator terminates its employment or the legal entity that holds the permit leaves the Ambea group, Ambea may need to apply for or transfer permits. If necessary permits are delayed or not obtained, or if permit conditions are not met, this may have a material adverse effect on Ambea’s operations, limit desirable restructurings and result in increased costs and significant resources being required.

In order to ensure that operations are conducted in accordance with agreements and applicable laws and regulations for Ambea’s various business areas, Ambea must carefully and continuously monitor and internally review its operations so that stipulated quality requirements are met. The procuring party also monitors that Ambea meets the requirements imposed in the procurement. Such monitoring and quality control may be costly, and if Ambea fails to meet the requirements, this may result in, among other things, fines, conditional fines, loss of customer contracts and/or permits, adverse consequences in future permit assessments, other sanctions and negative publicity. Since supervision and the principles according to which it is conducted are difficult to predict, the outcome may often be difficult to forecast. Ambea is also exposed to administrative proceedings and other legal proceedings in the ordinary course of business, including supervision-related matters. If such proceedings have an adverse outcome or result in increased costs, use of resources or negative attention, this may have a material adverse effect on Ambea’s operations, revenue, results, financial position and reputation.

Ambea is exposed to risks associated with public procurement and the Swedish freedom of choice system

As a general rule, the vast majority of Ambea’s revenue derives from public funding, with a certain element of user fees paid by care receivers, and is largely attributable to publicly procured contracts. In order to obtain such contracts, Ambea must normally participate in competitive tender processes, and when agreements are approaching expiry, a new procurement is normally carried out. In procurements, authorities shall as a general rule select the tenderer or tenderers that meet the specified requirements and have submitted the most economically advantageous tender, i.e. the best tender based on an overall assessment of price and the quality criteria specified by the authority. Depending on the form of procurement, the contracting authority may either award contracts to a single supplier, such as in the case of contract operations, or select several suppliers through a so-called framework agreement, under which all selected suppliers enter into agreements with the authority.

In procurements in Sweden under the Swedish Act on Systems of Choice, Ambea and other suppliers may apply to join at any time, as long as the relevant system of choice is in operation. The contracting authority then publishes a specification of requirements and specifies predetermined compensation for the relevant assignment, for example compensation per care receiver per day, based on compensation levels determined annually by the municipalities. The fact that compensation levels are determined annually means that compensation may vary from year to year and entails less predictability for Ambea. All suppliers that meet the specified requirements in the procurement documents shall be approved and are thereafter entitled to enter into contracts with care receivers without delay.

Whether or not a contract is awarded in a procurement may depend on several factors, including the circumstances to which the contracting authority attaches importance and how Ambea sets price and quality levels in its tenders. Since both price and quality are normally of central importance, it is important that Ambea specifies a well-considered and realistic price for each tender in order not to price its services too high or too low compared with its competitors. Similarly, there is a risk that, in systems of choice under the Swedish Act on Systems of Choice, Ambea may not be able to provide the service at the predetermined price or that an insufficient number of care receivers choose Ambea. If Ambea is unable to successfully highlight its ability to meet the quality and procurement requirements (for example, in respect of care operations, environmental, social or labour-law obligations) and its strengths compared with competitors, or is not competitive in terms of price and quality, there is a risk that Ambea will not win procurements, will not succeed in extending contracts or will not be selected in systems of choice under the Swedish Act on Systems of Choice. Procurements also often consume material time and financial resources without Ambea being guaranteed to be awarded the contract.

There is also a risk that Ambea, its employees or the contracting parties are deemed to act in breach of applicable legislation, either due to actual or alleged procedural errors or other deficiencies, for example in direct award contracts. In such cases, procurements that have been won may be subject to judicial review in administrative courts, which may delay Ambea’s operations relating to the procurement, increase administrative costs and lead to lost profits, and, in some cases, result in entered-into agreements being invalidated. Breaches, or alleged breaches, may result in civil, criminal or other sanctions and harm Ambea’s reputation. More serious breaches or serious deficiencies or adverse conditions in care may ultimately lead contracting authorities to exclude Ambea from procurements on the grounds of serious professional misconduct.

Amended procurement rules, more stringent quality, documentation or regulatory-compliance requirements, amended evaluation models or lower compensation levels in procured contracts may affect Ambea’s ability to win procurements, extend agreements and carry out the assignments with the expected profitability. Procurements may also consume material resources without resulting in an award. Changes in procurement practices at local, regional or national level may also limit market access, for example if systems of choice are restricted, private providers are used to a lesser extent or operations are to a greater extent conducted in-house.

If such changes are implemented, or if Ambea does not succeed in competing on price, quality and fulfilment of other procurement requirements, this may have a material adverse effect on Ambea’s revenue, growth, margins, results and financial position.

Ambea’s lease agreements have terms that differ from those of Ambea’s customer contracts, and Ambea is exposed to risks associated with the maturity profile of its lease agreements

Ambea generally enters into lease agreements with external property owners in its own management and is therefore exposed to risks related to lease agreements. As its operations under own management grow and new care homes are opened, Ambea enters into more lease agreements, which increases this exposure. The most significant risk is that lease agreements are entered into for long terms, generally longer than the terms of Ambea’s customer contracts, and that most agreements contain provisions that limit Ambea’s right to terminate them prematurely or renegotiate the terms. If Ambea miscalculates future supply and demand, there is a risk that Ambea enters into more or larger lease agreements, or agreements for longer periods, than it can fill.

In light of the fact that a large proportion of Ambea’s lease agreements contain indexation clauses, the rents paid by Ambea under lease agreements may be subject to upward adjustments as a result of changes in indices. In addition, for example, renegotiations of lease agreements may lead to increased rents if the landlord considers that market rents have grown faster than the applicable indexation. Taken together, this may result in increased rental costs and reduced flexibility in Ambea’s cost base, which may affect Ambea’s ability to adapt its operations to changes in demand, occupancy rates and market conditions. Such cost increases may also have a material adverse effect on Ambea’s profitability, cash flow, margins, financial position and future growth opportunities.

Ambea relies on assumptions, estimates and indexation clauses when tendering for certain contracts that may involve an uncertain volume of services, and Ambea’s customer contracts run for long periods

Ambea’s care operations are conducted through own management and contract management. Operations under own management are conducted at premises leased or owned by Ambea, where Ambea is responsible for occupancy, whereas the contract management model is normally based on multi-year operating agreements with municipalities as principals. Places in care homes in own management are offered to municipalities and city districts, which purchase places as needed. With the exception of a limited number of subscription agreements within own management and a limited number of contracts with occupancy guarantees, Ambea’s customer contracts are structured such that remuneration is received based on the number of care receivers per day. Accordingly, the contracts generally do not guarantee any volumes and the customer is not responsible for providing Ambea with care receivers. Since a large number of customer contracts run for several years, Ambea is dependent on reliable forecasts regarding future needs and demand in order to calculate revenue and costs, including occupancy rates, salary costs and rental costs. Personnel costs are the largest cost item in the operations, and significant salary increases or unforeseen salary costs may therefore entail a financial risk if they cannot be reflected in or adjusted for in pricing. In a significant proportion of the customer contracts, the price level is linked to a labour cost index and/or consumer price index, but Ambea also enters into agreements, primarily short-term agreements, that lack such index clauses, and the index clauses cannot compensate for all conceivable future scenarios.

Net revenue from own management amounted in 2025 to MSEK 12,926, representing growth of 16 percent compared with the preceding year. Operations conducted through own management entail risks for Ambea, both in the form of occupancy risk and exposure to risks associated with lease agreements. When Ambea opens new care homes, there is a risk that the occupancy rate will not increase in accordance with Ambea’s expectations and forecasts. Demand for Ambea’s care services is also affected by conditions in local geographical areas. Occupancy at Ambea’s care homes may therefore, particularly in the short term, be adversely affected by local overcapacity, for example as a result of Ambea and other operators opening new care homes at the same time or offering places in similar care operations within the same area.

The majority of Ambea’s lease agreements have terms that are longer than Ambea’s customer contracts. In addition, Ambea is typically required to have premises and a permit in order to be able to participate in a procurement, which means that Ambea often has to enter into a lease agreement for a new care home before binding customer contracts can be secured. When entering into a new lease agreement, Ambea therefore makes calculations regarding future demand without necessarily having binding customer contracts for the entire lease period. If Ambea incurs costs for more care homes and premises than are needed taking into account demand for Ambea’s services, and Ambea is unable to convert operations in such unused care homes and premises to another care focus, this may result in significant costs and poorer resource optimisation.

If Ambea is unable to achieve the forecast revenue or cost structure, for example due to a slower rate of occupancy at newly opened care homes, incorrect assumptions, deficient quality in the performance of its services, a deteriorated reputation, local overcapacity or for any other reason, profitability under the relevant contracts may be reduced. Ambea’s costs may also increase without remuneration being indexed up to a corresponding extent. If Ambea does not obtain the calculated revenue and costs are not reduced to a corresponding extent, or if costs increase without compensation, this may result in lower margins, impaired occupancy and resource optimisation, reduced operational flexibility, an increased need for restructurings and limited opportunities to invest in new or existing operations. Such circumstances may have a material adverse effect on Ambea’s operations, margins, results, financial position, growth opportunities and ability to implement strategic initiatives.

Ambea is dependent on its ability to identify, attract and retain highly qualified employees and is exposed to risks and trends in staffing and the hiring-out of personnel

Ambea is largely dependent on the competence and experience of group management and other managers. Since these employees possess expertise in the industry, in Ambea and in managing care operations, as well as acquiring and integrating operations, the loss of, or unsuccessful recruitment of, one or more persons in management may adversely affect Ambea’s operations. The operations are also highly personnel-intensive, with a large number of employees in several different professional categories with specific expertise; the average number of employees was 28 658 during 2025. This dependency is reinforced by a structural and increasing shortage of qualified healthcare and care personnel in the Nordic region, including as a result of demographic developments, increased care needs and retirements. If Ambea is unable to ensure sufficient staffing and the right competence on acceptable terms, the Ambea group may have difficulty maintaining the quality required under agreements and permit and regulatory requirements, accepting new care receivers and opening and operating new units as planned. Inadequate staffing may also lead to quality deficiencies to which IVO or equivalent supervisory authorities may object or intervene against, particularly in operations for care receivers with extensive and complex needs, including persons with outwardly directed behaviours or other issues that may entail an increased work environment risk. If staffing, leadership, training, work environment procedures or support structures are inadequate, employees may be exposed to threats, violence or psychological stress, which may lead to absence due to sickness, higher employee turnover, increased costs, difficulties in maintaining quality and adverse effects on Ambea’s reputation.

Ambea’s decentralised organisation entails extensive responsibility and authority for local managers, and it is therefore important to be able to recruit and retain qualified managers, nurses and other personnel. Reduced interest in these professions and high employee turnover, for example due to salary levels, individual events or trends in the labour and education markets, may increase competition for employees in the industry. If Ambea is unable to attract and retain highly qualified officers and other skilled employees on acceptable terms, in respect of, for example, the work environment, performance and compensation, Ambea may have difficulty maintaining or developing its operations. Increased demand for care professions, for example as a result of increased care needs, may also lead to salary increases.

Ambea’s competence and staffing operations are also exposed to changes in demand for hired personnel and other staffing services. Within the “Klara” operating segment, staffing operations are conducted in respect of care personnel. If Klara’s customers limit the use of hired healthcare personnel, or if demand for staffing solutions otherwise decreases, this may adversely affect revenue, results and Ambea’s access to flexible staffing solutions. Net revenue from the group’s competence and staffing solutions amounted in 2025 to MSEK 195, compared with MSEK 234 in the preceding year, a decrease explained by challenges regarding demand for several services within Klara. There is also a risk that market conditions will deteriorate, that remuneration for hired personnel will decrease or that personnel will demand a larger share of the remuneration from customers, which could affect Ambea’s profitability within the operating area and require new business models.

Should any of the above-mentioned risks materialise, this may result in increased personnel costs, quality deficiencies and limited opportunities for Ambea to win, renew or perform agreements and to conduct operations in accordance with applicable permit and regulatory requirements, which collectively may have a material adverse effect on Ambea’s operations, results and financial position.

Ambea is exposed to risks associated with acquisitions, organic growth and divestments

Acquisitions, alongside organic growth, form part of Ambea’s strategy to strengthen and develop its operations. During 2025 and 2026, Ambea completed several acquisitions, including in Finland, and through the Offer Ambea intends to acquire Humana. The growth strategy may entail operational challenges and risks, such as the need to identify acquisition and development opportunities on favourable terms, a decrease in the number of attractive acquisition opportunities or an acquired business not developing as expected, which may result in a need for impairment. Acquisitions in new jurisdictions or within new or adjacent service areas may, in order to achieve successful integration, require significant management focus and resources to coordinate, among other things, working methods, quality models, HR processes, IT systems, reporting routines and monitoring of local permit, supervision and quality requirements. If Ambea fails to achieve integration or realise expected synergies, this may result in increased costs, quality deficiencies and lower efficiency.

Furthermore, the integration may entail several risks and operational challenges, including the allocation of significant internal resources, business risks, tax risks, the need for increased support functions and work relating to quality systems, as well as the ability to retain key personnel or care agreements and to realise synergy effects in the acquired businesses.

There is also a risk that parts of Ambea’s business model that are successful in current markets will not be successful in new geographical areas or market segments. If Ambea is unable to identify, implement or integrate attractive acquisition opportunities on favourable terms, or at all, this may have a material adverse effect on the ability to implement the growth strategy. Similarly, Ambea’s assessments and assumptions regarding organic growth may prove incorrect and unforeseen or previously unknown risks may materialise; for example, organic growth may be limited by staff shortages or difficulties in identifying new premises or properties.

Ambea may also divest businesses, companies or properties that no longer fit within the strategy or for other reasons. Several factors affect whether a divestment is successful, for example Ambea’s ability to identify a buyer and negotiate favourable sale terms. In addition, it is possible that Ambea will have to provide certain warranties and undertakings in connection with a divestment or will fail to enforce warranties or undertakings from buyers. In the future, Ambea may have difficulty divesting businesses or assets on favourable terms, and warranty claims may be brought against Ambea.

If any of the above factors were to occur, Ambea’s ability to maintain quality, occupancy and profitability in acquired businesses may be impaired, which may result in a need for impairment of goodwill or other assets, disputes with sellers or other counterparties, and may have a material adverse effect on Ambea’s operations, results and financial position.

Ambea is exposed to financing risks, and the terms of Ambea’s financing may adversely affect Ambea’s results and financial position

Ambea finances its operations through cash flow from operating activities and external financing, including bank financing and commercial paper. The Ambea group’s indebtedness is affected, among other things, by capital tied up, acquisitions and investments in new or existing businesses. Although the Ambea group’s indebtedness as at the date of the Prospectus is below the financial target, indebtedness may increase if the need for financing increases or cash flow develops weaker than expected. As of the date of the Prospectus, Ambea’s liquidity reserve consists of committed credit facilities totalling MSEK 5,000. Ambea will shortly enter into an amendment agreement concerning, among other things, an increase in the credit facilities to an aggregate amount of MSEK 3,300 and an extension of the maturity date by one year, for the purpose of, among other things, financing the acquisition of Humana. The financing agreement for the credit facilities will after such a change and extension expire on 22 October 2029, with a further extension option of one year. At the turn of the year 2025/2026, a total of MSEK 2,115 was utilised. During 2025, Ambea also issued commercial paper with an outstanding value as at 31 December 2025 of MSEK 1,232, meaning that MSEK 1,653 remains unutilised.

An increased need for financing may arise if Ambea completes acquisitions or investments requiring additional financing, or if profitability or cash flow weakens. A larger portion of the Ambea group’s financial capacity may then need to be used to manage debt and financing costs, which may reduce Ambea’s scope for further acquisitions, investments, dividends and other strategic measures. Ambea is also dependent on banks and capital markets providing financing on terms compatible with its operations and growth strategy. Ambea’s financing agreement contains a financial covenant that shall be complied with quarterly. The covenant is net indebtedness in relation to EBITDA, both adjusted for the effects of IFRS 16. If Ambea does not comply with the terms, access to favourable financing solutions may be impaired.

Ambea is also exposed to changes in market interest rates, as parts of the Ambea group’s financing, including its credit facilities, bear floating interest rates. Ambea uses interest-rate derivatives to manage certain interest-rate exposure. However, such instruments may be insufficient, give rise to changes in value or not fully offset increased financing costs.

As Ambea also conducts operations in Norway, Denmark and Finland, Ambea is exposed to translation effects in NOK, DKK and EUR when the results and net assets of foreign subsidiaries are translated into SEK. Ambea may use borrowings in foreign currency or other hedging arrangements to reduce such exposure, but exchange-rate changes may nevertheless affect Ambea’s equity, financial position and reported results. For example, Norwegian net assets amounted to 1 085 MNOK as at 31 December 2025. A 10 percent stronger SEK against NOK would have a negative net effect on equity of approximately MSEK 44. Net assets in DKK amounted to MDKK 241 as at 31 December 2025, and a 10 percent stronger SEK against DKK would have a negative net effect on equity of approximately MSEK 17. Net assets in EUR amounted to MEUR 59 as at 31 December 2025, and a 10 percent stronger SEK against EUR would have a negative net effect on equity of approximately MSEK 21.

If interest rates increase, credit terms deteriorate, access to capital decreases, Ambea is unable to refinance debt or comply with terms in financing agreements, or if exchange-rate changes adversely affect Ambea, this may have a material adverse effect on Ambea’s operations, growth opportunities, results and financial position.

Deficiencies in IT systems, cyber and information security, and personal data processing may adversely affect Ambea’s operations, reputation and financial position

Ambea’s care operations depend on functioning, available and secure IT systems, as well as appropriate procedures for, among other things, record-keeping, documentation of care measures, staffing, salary payments, reporting, quality monitoring and communication with public clients. The rapid digitalisation of socially critical and personal-data-intensive operations, including the health and care sector, increases exposure to cyber threats and the attack surface for criminal actors seeking to harm, disrupt, steal information from or extort companies and organisations. The number of cyberattacks has increased globally and in the Nordic region in recent years, and the prevailing external environment, including a more complex geopolitical threat landscape, may further accelerate this trend. Attacks have also become more serious, including as attackers increasingly seek to paralyse entire IT environments at companies, municipalities, authorities and other institutions of vital importance to society.

Such events may occur through, for example, operational disruptions, system failures, cyberattacks, ransomware, denial-of-service attacks, sabotage, phishing, unauthorised access to medical records or other systems, deficient information security or inadequate incident-management procedures. If Ambea’s IT systems, or systems provided by external suppliers or public clients, are affected by disruptions or intrusions, this may affect Ambea’s ability to provide care, document and monitor measures, plan staffing, comply with contractual and regulatory requirements and protect the privacy of care receivers. As the data often concerns persons in a position of dependency and relates to health or care, an incident may be of particular significance for the individual care receiver and for relationships with relatives, clients and supervisory authorities.

The EU General Data Protection Regulation 2016/679/EU (the “GDPR”) has applied since 25 May 2018 and aims, among other things, to harmonise the EU’s personal data legislation and ensure a high level of protection for personal data within the EU. Ambea processes large amounts of personal data, including sensitive data concerning care receivers’ health and care measures, which are subject to high requirements for privacy and confidentiality. The operations therefore depend on information being documented, stored, shared and used correctly and securely, and on access being limited to authorised persons. The processing is subject to data protection rules, including the GDPR, as well as national rules on record-keeping, confidentiality and information management within health and care. The administrative fine for infringements of the GDPR may amount to a maximum of EUR 20 million or 4 percent of the Ambea group’s total global annual turnover, and for less serious infringements a maximum of EUR 10 million or 2 percent, depending on which amount is higher. If Ambea’s systems in which personal data is stored are hacked, if Ambea is deficient in its processing of personal data or otherwise fails to comply with the GDPR and/or national rules on record-keeping, confidentiality and information management within health and care, Ambea may be subject to significant sanctions, which may have a material adverse effect on Ambea’s operations and financial position.

A personal data breach, cyberattack, material operational disruption or other non-compliance with applicable data protection, confidentiality and information-security rules may lead to supervision, requirements for measures, administrative fines, claims for damages and increased costs for compliance, IT security, incident management and restoration of systems. Such events may also lead to loss of production, delays in reporting or compensation flows, a need for manual procedures and increased costs for external advisers, technical investigations and communication with affected persons, authorities and clients. They may furthermore damage Ambea’s reputation and the confidence of care receivers, relatives, employees and public clients, which may have a material adverse effect on Ambea’s operations, results and financial position.

Risk factors related to the Offer

The conditions for completion of the Offer may not be satisfied within an acceptable time or on terms acceptable to Ambea

Completion of the Offer is subject to a number of conditions, including that the Offer is accepted to such an extent that Ambea becomes the owner of more than 90 percent of the shares in Humana, as well as the other conditions set out in this Prospectus. Completion is further conditional upon all necessary regulatory approvals, clearances and decisions from authorities, including competition authorities and authorities for foreign direct investment (FDI), having been obtained on terms acceptable to Ambea. The acceptance period has been determined taking into account the time required to obtain such approvals, and there is a risk that the approvals are delayed, made subject to conditions or not obtained, which may delay or prevent completion of the Offer.

The conditions are partly beyond Ambea’s control and there is no guarantee that all conditions will be satisfied within the time or on the terms required for the Offer to be completed. This may occur if the conditions are not satisfied, if Ambea is unable or elects not to waive a condition to the extent possible, or if Ambea withdraws the Offer. In such cases, the Offer may be delayed or not completed.

Ambea reserves the right to waive, in whole or in part, one or more conditions, including to complete the Offer at a lower acceptance level than more than 90 percent of the shares in Humana. If the Offer is completed at a lower acceptance level, Ambea will not attain the shareholding required to initiate compulsory redemption proceedings under the Swedish Companies Act and seek the delisting of Humana from Nasdaq Stockholm. A minority of shareholders in Humana may then remain, and the possibilities of fully integrating and realising synergies in the Combined Company may be limited. For further information on the terms of the Offer, see the section “Detailed Information Regarding the Offer – Terms and conditions for the Offer”. Uncertainty regarding completion of the Offer, satisfaction of conditions or the timetable may affect investors’ valuation of both Ambea and Humana and result in the share price of each company being adversely affected or volatility in the shares increasing.

The financial pro forma information may be misleading and does not necessarily reflect the Combined Company’s actual financial position

The financial pro forma information in the Offer has been prepared based on each Company’s audited annual report for the financial year 2025. The information is presented for illustrative purposes only and should not be regarded as an indication of the Combined Company’s results or financial position following the Offer. The uncertainty in the information follows, among other things, from the fact that certain adjustments and assumptions, which are difficult to reflect accurately, have been made for both Companies and that the underlying information is preliminary. Assumptions may prove to be incorrect and other factors may affect the Combined Company’s results and financial position following completion of the Offer. The financial pro forma information therefore does not necessarily reflect the Combined Company’s actual financial position, and if the information is incorrect, the picture of the Combined Company may be misleading.

Difficulties in integrating Ambea and Humana may adversely affect operations and expected synergies may not be realised

The integration of Ambea’s and Humana’s operations entails several risks for the Combined Company. An effective integration and the realisation of related cost and revenue synergies are expected to increase the Combined Company’s results in both the short and long term, but there is a risk that this will not occur. Ambea assesses that the Combined Company may realise annual pre-tax cost synergies of approximately MSEK 120 on a run-rate basis, with full effect during the second year following completion of the Offer. These synergies are expected to arise principally through increased operational efficiency, coordination of support functions, harmonisation of systems and processes, and more efficient use of shared resources. The synergy assessment constitutes Ambea’s estimate based on assumptions concerning future circumstances and is subject to uncertainty; actual synergies may be materially lower, entail higher costs to achieve or be realised later than estimated.

Unexpected difficulties in the integration or management of the combined operations may lead to the management of the Combined Company diverting its attention from the existing operations and to the expected benefits not being realised within the expected timeframe or at all. Integration difficulties may arise from circumstances of which Ambea is unaware or which it has not been able to assess fully, including circumstances not identified as part of the limited due diligence review carried out prior to the Offer. Such circumstances may relate, for example, to differences in working methods, IT systems, reporting routines, internal controls, customer or client relationships, personnel matters or other operational and financial circumstances.

The integration may further entail organisational and operational changes through coordination and streamlining of the operational management structure and support functions, including changes affecting management and employees. The synergies depend on several factors and on Ambea’s assessments of future circumstances, and there is no guarantee that they will be achieved to the expected extent or within the expected time. For further information on the Combined Company, see the section “Offer to the Shareholders of Humana – Information about the Combined Company”. If expected synergies are not realised, or if integration costs are higher than expected, this may have a material adverse effect on Ambea’s operations, results, financial position and share price.

Risks related to the securities

The outcome of Humana’s damages proceedings against the state is uncertain and may affect the value of the CVR Instruments

As part of the Consideration to the shareholders of Humana, Ambea offers a contingent value right (Eng. contingent value right, the “CVR Instrument”) entitling the holder to a pro rata share of 80 percent of any potential damages awarded to Humana in ongoing damages proceedings against the Swedish state (plus any compensation for certain litigation costs and interest). The proceedings arise from IVO’s decision in January 2023 to revoke Humana Assistans AB’s (“Humana Assistans”) licence to provide personal assistance, a decision that was subsequently set aside. The Stockholm District Court dismissed Humana Assistans’ claim in its entirety on 17 June 2026. Humana Assistans has appealed the District Court’s judgment to Svea Court of Appeal. Svea Court of Appeal granted leave to appeal on 14 August 2026. The outcome of the proceedings is uncertain and is not expected to be finally determined until after completion of the Offer. If a Swedish Court issues a judgment in the case pursuant to which Humana is not awarded damages, or if the claim otherwise lapses before the settlement date, the CVR Instrument will not be deliverede, but will immediately lapse without value. For more information about the CVR Instruments, see the section “Material information on the CVR Instruments – Complete Terms and Conditions for CVR Instruments in Ambea AB (publ)”. If the damages claim is not pursued, is unsuccessful or if the damages awarded are lower than expected, the value of the CVR Instruments may be lower than expected or lapse entirely, which would adversely affect the total Consideration to the shareholders of Humana. If Humana is awarded damages, the damages amount will constitute taxable income for Humana Assistans and be subject to corporate income tax at a rate of 20.6 percent. However, the 80 percent of the damages amount accruing to the holders of CVR Instruments is calculated on the damages amount before such corporate income tax, and the corporate income tax therefore does not affect the amount paid to the holders of CVR Instruments.

The ability to dispose of the CVR Instruments may be limited

The CVR Instruments are freely transferable, but will not be admitted to trading on a regulated market or any other trading platform. As their value depends on the final outcome of the damages proceedings and may be zero, it may be difficult to determine a price for the CVR Instruments. Holders of CVR Instruments wishing to dispose of the Instruments before a final determination in the damage proceedings may therefore be unable to effect a sale or may have to accept a price substantially below the potential value of the Additional Consideration, which may adversely affect the ability to realise value.

In the event of Ambea’s insolvency, holders of CVR Instruments may be unable to receive payment in full or in part in respect of their claim

The CVR Instrument entitles the holder to a potential future cash payment only if, and to the extent that, Humana is ultimately awarded damages in the ongoing damages proceedings against the Swedish state. The claim under the CVR Instrument is therefore a conditional claim, the satisfaction of which depends on damages being awarded. If Ambea were to be declared bankrupt, the general position under Swedish bankruptcy law is that only claims arising before the bankruptcy order may be asserted in the bankruptcy.

For conditional claims, distributions in bankruptcy are not calculated in the distribution proposal if there is no reason to assume that the condition will be satisfied. If, on the other hand, there is reason to assume that the condition will be satisfied, a distribution shall be reserved, but may not be paid until the condition has actually been satisfied. If the condition – namely that damages are awarded – is satisfied only after the bankruptcy order, there is a risk that a distribution in respect of the claim under the CVR Instrument may not be calculated or paid in the bankruptcy and that payment will not be made in full or in part. In such a case, the claim may be eligible only for any supplementary distribution, if new assets become available for distribution, for which there is no guarantee.

To the extent that the claim under the CVR Instrument may be asserted in Ambea’s bankruptcy, it is an unsecured claim that shall rank pari passu with Ambea’s other unsecured and unsubordinated creditors. The CVR Instrument does not provide any security or preferential right, and the holder is therefore exposed to Ambea’s creditworthiness and ability to pay at the time when payment becomes due. As the CVR Instrument is neither a share nor conferring a right to dividends, voting rights or other shareholder rights, the holder cannot realise value in any other way. For more information about the CVR Instruments, see the section “Material information on the CVR Instruments – Complete Terms and Conditions for CVR Instruments in Ambea AB (publ)”.

Taken together, this means that, in the event of Ambea’s insolvency, a holder of CVR Instruments may receive only partial payment or no payment at all in respect of its claim arising before the bankruptcy order. If any of the above circumstances occur, this may have a material adverse effect on the value of the CVR Instruments and on the total Consideration received by the shareholders of Humana through the Offer.

Ambea’s ability to pay dividends depends on Ambea’s future earnings, financial position, cash flows and other factors

Ambea has paid dividends of SEK 2.65 per share for the 2025 financial year, SEK 2.20 per share for the 2024 financial year and SEK 1.50 per share for the 2023 financial year. Ambea’s objective is to distribute 30 percent of net profit to shareholders. Historical dividends and Ambea’s dividend objective do not, however, constitute a guarantee of future dividends or the level of such dividends. Future dividends may be affected if Ambea’s results or cash flow deteriorates, capital requirements increase or the Board of Directors, for other reasons, considers that dividends should be restricted or not paid. Dividends may then be lower than historically, fall below the dividend objective or not be paid at all, which may have a material adverse effect on shareholders’ return and the market valuation of the Ambea share.

The Ambea share price may be volatile and affected by company-specific and market-related factors

Ambea’s ordinary shares are listed on Nasdaq Stockholm. During the period 1 January 2026 – 30 June 2026, Ambea’s share price has been as low as SEK 113.80 and as high as SEK 159. The development of the share price is affected by a number of factors, some of which are company-specific and others relate to the stock market as a whole. Such factors may include variations in actual or expected results, Ambea’s ability to meet analysts’ earnings expectations, changes in general economic conditions, discontinued projects or collaborations, as well as competitors’ activities and market position. There is also a risk that an active and liquid market for trading in Ambea shares may not exist at all times, which may affect investors’ ability to sell the shares and recover all or part of their invested capital. If the share price is volatile or less predictable, the Share Consideration in the Offer may be less attractive to shareholders in Humana, which may result in a lower acceptance level than Ambea wishes.

Future issues of shares or other equity-related instruments may dilute shareholders’ holdings and adversely affect the share price

The Share Consideration in the Offer will consist of a combination of shares repurchased by Ambea on Nasdaq Stockholm and new shares issued by Ambea, pursuant to the repurchase authorisation and the issue authorisation, respectively, granted by the annual general meeting on 12 May 2026. The dilution arising for Ambea’s existing shareholders as a result of the Share Consideration depends on the extent to which each authorisation is utilised and is estimated to amount to approximately 7–10 percent.

In addition, Ambea may in the future issue new shares or other equity-related instruments to finance acquisitions, investments, ongoing operations or other strategic measures. Such issues may be carried out with or without pre-emption rights for existing shareholders and may also include equity-related instruments within the framework of incentive programmes or other arrangements. If Ambea issues new shares or equity-related instruments, existing shareholders’ proportionate holdings, voting rights and share of Ambea’s results and future dividends may decrease. Dilution may arise in particular if an issue is carried out with a deviation from shareholders’ pre-emption rights or if a shareholder does not participate in a rights issue.

Future issues may also affect the market valuation of the Ambea share, including through an increase in the number of outstanding shares or because the terms of the issue are perceived as less favourable to existing shareholders. This may have a material adverse effect on shareholders’ investment and the value of the Ambea share.

Shareholders in the United States or other countries outside Sweden may be unable to participate in future cash issues

If Ambea issues new shares in a cash issue, shareholders shall, as a general rule, have preferential rights pursuant to the Swedish Companies Act to subscribe for new shares in proportion to their existing shareholdings. However, shareholders in certain other countries may be subject to restrictions that prevent or make it difficult to participate in such rights issues. For example, shareholders in the United States may be prevented from subscribing for new shares if the shares and subscription rights are not registered under the Securities Act or if no exemption from the registration requirements is applicable. Shareholders in other jurisdictions outside Sweden may be affected in a corresponding manner if the subscription rights and the new shares have not been registered with or approved by competent authorities in such jurisdictions. Ambea has no obligation to file registration statements under the Securities Act or seek corresponding approvals under the laws of any jurisdiction outside Sweden in respect of subscription rights and shares, and this may become impracticable and costly in the future. If shareholders in jurisdictions outside Sweden are unable to exercise their right to subscribe for new shares in future rights issues, their shareholding in Ambea may be diluted or decrease.

Foreign exchange rate changes may adversely affect the value of shareholdings and dividends for shareholders outside Sweden

Ambea’s shares are listed only in SEK, and any dividends will be paid in SEK. Shareholders whose reference currency is not SEK are therefore exposed to exchange rate fluctuations. If the SEK decreases in value against a shareholder’s reference currency, this may adversely affect the value of the shareholding and any dividends when converted into the reference currency.

INFORMATION ABOUT AMBEA

Ambea is the Nordic region’s knowledge-leading care company. At Ambea, more than 41,000 employees work to create a good life for more than 18,000 care receivers at more than 1,000 units across the Nordic region. Ambea aims to be a quality leader in everything it does, and its vision is to make the world a little better, one person at a time. Ambea has its head office in Solna, Sweden, and is listed on Nasdaq Stockholm.

Ambea’s registered company name and trade name are Ambea AB (publ), Reg. No. 556468–4354 and LEI code 549300AEVNZRHYI5HV24. The Board of Directors has its registered office in the municipality of Stockholm, Stockholm County. Ambea was formed in Sweden on 25 May 1993 and registered with the Swedish Companies Registration Office on 9 July 1993. Ambea is a public limited liability company and its operations are governed by the Swedish Companies Act. Pursuant to Article 3 of the articles of association, Ambea’s object is, directly or through subsidiaries, to provide high-quality services to elderly people and persons with disabilities and to conduct other operations focused on services, care, learning and/or other compatible operations.

Ambea’s website is www.ambea.se, where information is available on Ambea’s business operations, the services provided by Ambea, Ambea’s principal markets, Ambea’s major shareholders, Board of Directors, management and auditor, as well as the information incorporated by reference into this Prospectus. Information about Ambea’s website, as well as other websites referred to in this Prospectus, has not been reviewed or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen, “SFSA”) and does not form part of this Prospectus, unless such information is incorporated by reference into the Prospectus.

RESPONSIBILITY STATEMENT AND STATEMENT ABOUT THE COMPETENT AUTHORITY

The Board of Directors of Ambea AB (publ) is responsible for the contents of this Prospectus. The Board of Directors of Ambea declares that, to the best of its knowledge, the information in the Prospectus is consistent with the facts and that no information likely to affect its meaning has been omitted.

The Swedish Prospectus has been approved by the SFSA as competent authority pursuant to the Prospectus Regulation. The SFSA approves the Swedish Prospectus only insofar as it meets the standards of completeness, comprehensibility and consistency set out in the Prospectus Regulation. Such approval should not be regarded as an endorsement of Ambea or of the quality of the securities to which the Prospectus relates. Investors should make their own assessment as to whether it is appropriate to participate in this offer and invest in these securities.

The Prospectus has been prepared as an EU follow-on prospectus in accordance with Article 14a of the Prospectus Regulation. The Swedish Prospectus was approved by the SFSA on 24 August 2026. The Swedish Prospectus is valid for a period of twelve months after approval, provided that it is supplemented where required under Article 23 of the Prospectus Regulation. The obligation to prepare supplements to the Prospectus due to significant new factors, material mistakes or material inaccuracies ceases, in respect of the shares, when the new shares in Ambea have been admitted to trading on Nasdaq Stockholm and, in respect of the CVR Instruments, when the acceptance period in the Offer has expired.

The Prospectus shall be governed by Swedish law. Any disputes arising from the Prospectus or other legal matters in connection therewith shall be exclusively determined by Swedish courts under Swedish law, without regard to conflict of laws principles.

FINANCIAL INFORMATION

The information in this section is based on, and should be read together with, Ambea’s audited annual report for the 2025 financial year and Ambea’s unaudited interim report for the period 1 January – 30 June 2026, which have been incorporated by reference into the Prospectus. See also the section “Material information about the shares” for further information about Ambea’s share capital and shares.

Financial information covered by the Prospectus

The consolidated historical financial information covered by the Prospectus consists of Ambea’s historical financial information as at and for the financial year ended 31 December 2025 and the six-month period ended 30 June 2026 (with comparative figures for the six-month period ended 30 June 2025), which has been derived from Ambea’s audited annual report as at and for the financial year ended 31 December 2025 and Ambea’s unaudited interim report as at and for the six-month period ended 30 June 2026, respectively.

The annual report for the financial year 2025 has been prepared in accordance with the Swedish Annual Accounts Act (1995:1554), the Swedish Financial Reporting Board’s recommendations RFR 1 (Supplementary Rules for Groups) and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the EU, and has been audited by Ambea’s independent auditor, EY. The interim report for the six-month period ended 30 June 2026 has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU, the Swedish Annual Accounts Act (1995:1554), the Swedish Financial Reporting Board’s recommendations RFR 1 (Supplementary Rules for Groups), RFR 2 Accounting for Legal Entities, and has not been subject to review by Ambea’s auditor.

The historical financial information and the auditor’s review report have been incorporated by reference into the Prospectus under the section “Available documents – Documents incorporated by reference”. Unless otherwise expressly stated, no financial information in the Prospectus has been audited or reviewed by Ambea’s independent auditor.

Documents incorporated by reference

Ambea’s annual report for the financial year 2025 and interim report for the period 1 January – 30 June 2026 are incorporated by reference into the Prospectus and thus form part of the Prospectus and shall be read as part thereof. Ambea considers the parts of the documents below that are not referred to either not to be relevant to an investor or that the information is presented elsewhere in the Prospectus. The information incorporated by reference is available during the validity period of the Prospectus on Ambea’s website. The information on the website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus as set out below.

Ambea’s Annual Report for the Financial Year 2025

Ambea’s Interim Report for the Period 1 January – 30 June 2026

Significant changes in Ambea’s financial position

There have been no significant changes in Ambea’s financial position since 30 June 2026 up to and including the date of the Prospectus.

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information, which describes a hypothetical situation, has been prepared for illustrative purposes to present a hypothetical overview of how Ambea’s acquisition of the shares in Humana (the “Acquisition”) could have affected Ambea’s consolidated income statement for the financial year ended 31 December 2025, if the Acquisition had been completed as at 1 January 2025, and Ambea’s consolidated balance sheet as at 31 December 2025, if the Acquisition had been completed as at that date.

The pro forma financial information has been prepared solely for illustrative purposes. By its nature, the pro forma financial information is intended to describe a hypothetical situation and is not intended to describe Ambea’s actual results or financial position. The pro forma financial information does not necessarily reflect Ambea’s actual results had the Acquisition taken place on 1 January 2025 or 31 December 2025, respectively, and the pro forma financial information should not be regarded as an indication of Ambea’s future results. Consequently, an investor should not place undue reliance on the pro forma financial information.

The pro forma financial information should be read together with the information in Ambea’s and Humana’s respective audited annual reports for the financial year 2025. See the section “Available documents – Documents incorporated by reference”.

The purpose of the pro forma financial statements

On 29 June 2026, Ambea announced a public offer for all shares in Humana (the “Offer”). The Offer will have a significant impact on the future results, financial position and cash flows of the group of which Ambea is the parent company. The pro forma financial information includes a pro forma income statement for the financial year ended 31 December 2025, illustrating the effects of the Offer as if it had been completed on 1 January 2025, and a pro forma balance sheet as at 31 December 2025, illustrating the effects of the Offer as if it had been completed on 31 December 2025.

The unaudited pro forma financial information is based on certain assumptions and adjustments made by Ambea’s management to illustrate how Ambea’s financial results would have appeared had Ambea acquired the shares in Humana at an earlier date. Although the unaudited pro forma income statement and pro forma balance sheet are based on estimates and assumptions considered reasonable in the prevailing circumstances, actual results may differ materially from those presented herein. By its nature, the unaudited pro forma financial information relates to a hypothetical situation and does not purport to represent Ambea’s actual results for the financial year ended 31 December 2025 or Ambea’s actual balance sheet as at 31 December 2025. Nor is it representative of Ambea’s results of operations for any future period.

The assumptions underlying the unaudited pro forma adjustments applied to the historical financial information are described below and in the notes to the unaudited pro forma income statement and unaudited pro forma balance sheet. Neither those adjustments nor the resulting unaudited pro forma income statement or unaudited pro forma balance sheet has been reviewed in accordance with generally accepted auditing standards. When evaluating the unaudited pro forma income statement and the unaudited pro forma balance sheet, readers should carefully consider Ambea’s financial reports, including the related notes, the notes to the unaudited pro forma financial information and the other information in this Prospectus. The unaudited pro forma financial information for Ambea does not include all information required for financial statements in accordance with IFRS Accounting Standards as adopted by the EU (“IFRS”) and should be read together with Ambea’s other historical financial information.

It should be noted that the unaudited pro forma financial information involves a greater degree of uncertainty than actual historical financial information.

The basis of the pro forma financial statements

The unaudited pro forma financial information in this Prospectus has been prepared in accordance with the applicable requirements of Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation.

Assumptions and estimates

The pro forma financial information has been prepared based on the following assumptions:

Source data

Ambea

The pro forma income statement for the financial year ended 31 December 2025 and the pro forma balance sheet as at 31 December 2025 are based on Ambea’s audited annual report for the 2025 financial year, incorporated by reference into this document and prepared in accordance with IFRS.

Ambea’s presentation currency is SEK.

Humana

The pro forma income statement for the financial year ended 31 December 2025 and the pro forma balance sheet as at 31 December 2025 are based on Humana’s audited annual report for the 2025 financial year, incorporated by reference into this document and prepared in accordance with IFRS.

Humana’s presentation currency is SEK.

Accounting policies

Both Ambea and Humana prepare their financial statements in accordance with IFRS.

Accounting policies, standards or interpretations issued or effective after 31 December 2025 have not been taken into account in the unaudited pro forma financial information.

Humana’s historical financial information has in certain respects been reclassified in order to align its presentation with Ambea’s format for the group’s income statement and balance sheet. The reclassifications have not affected reported profit or equity.

In accordance with IFRS 3, Humana’s existing lease agreements will be reassessed at the acquisition date as if the agreements had been entered into anew by Ambea. This may result in adjustments to recognised right-of-use assets and lease liabilities compared with Humana’s historical accounting. No such adjustments have been taken into account in the unaudited pro forma financial information because information required to calculate any adjustment is not available. No differences expected to have a material impact on the pro forma financial information have been identified between Ambea and Humana in respect of accounting policies applied under IFRS. It should be noted that a more thorough review of Humana’s accounting policies will be undertaken in connection with completion of the Acquisition, when Ambea has more information available regarding Humana’s applied accounting policies.

Pro forma adjustments

The overall nature of the pro forma adjustments is described below. Further information is set out in the notes to the pro forma financial information. No pro forma adjustments have been made for coordination gains and synergies or integration costs.

Adjustments for differences in accounting policies

No pro forma adjustments have been taken into account for differences in accounting policies.

Estimated consideration

The purchase consideration of MSEK 2,960 has been calculated based on the cash consideration under the Offer of SEK 20 per Humana share and the share consideration corresponding to 0.305 Ambea shares per Humana share. The value of the Share Consideration has been calculated based on Ambea’s share price of SEK 138.70, which corresponded to the closing price on Nasdaq Stockholm on 26 June 2026, the last trading day before the announcement of the Offer.

The contingent consideration in the form of a CVR Instrument has been assigned a value of zero in the pro forma financial information. Given the uncertainty regarding both the outcome and the timing of any outcome, no adjustment has been made for the contingent consideration. Any fair value of the CVR Instrument will be determined as part of the final purchase price allocation under IFRS 3 following completion of the Offer.

The final value of the Share Consideration and the total purchase consideration under IFRS 3 will be determined based on fair value at the acquisition date and may therefore differ from the amounts applied in the pro forma financial information.

The Share Consideration is based on the exchange ratio of 0.305 Ambea shares for each Humana share comprised by the Offer. This corresponds to a total of 14 492 260 Ambea shares to be transferred to Humana’s shareholders. The final allocation between transferred treasury shares and newly issued shares will be determined in connection with completion of the Offer.

Preliminary simplified purchase price allocation

The consideration in the Offer consists of a combination of cash consideration and Ambea shares. The number of Ambea shares to be transferred under the Offer is fixed by the exchange ratio and is therefore not affected by changes in Ambea’s share price up to completion of the Offer. However, the fair value of the Share Consideration is affected by Ambea’s share price at the acquisition date, which means that the final purchase consideration under IFRS 3 may differ from the purchase consideration used as the basis for the unaudited pro forma financial information.

A simplified purchase price allocation has been prepared in which Humana’s carrying amount of net assets (after deduction of non-controlling interests) as at 31 December 2025 has been compared with the estimated purchase consideration, with the difference recognised as an “unallocated excess value”. As it is a simplified purchase price allocation, it is preliminary. As at 31 December 2025, Humana recognises goodwill of MSEK 4,470 and customer contracts of MSEK 36. The goodwill and customer contracts recognised by Humana have been excluded from the simplified purchase price allocation because these items arise from Humana’s previous acquisitions and are not assumed at their carrying amounts under IFRS 3. In the final purchase price allocation, all identifiable assets and liabilities will be remeasured at fair value as at the acquisition date.

The preliminary simplified purchase price allocation has been prepared based on limited publicly available information and does not constitute a final purchase price allocation under IFRS 3. The final purchase price allocation will require the identification and fair value measurement of all acquired identifiable assets and liabilities, including, for example, customer contracts, customer relationships, other intangible assets and related deferred tax liabilities. The recognised unallocated excess value therefore constitutes a preliminary residual item and may change materially when the final purchase price allocation is completed. IFRS 3 permits the purchase price allocation to be adjusted for up to twelve months after the acquisition date if new information that existed at the acquisition date becomes available.

In accordance with IFRS 3, part of the excess value attributable to identifiable intangible assets, such as customer contracts and customer relationships, will be recognised separately from goodwill and amortised over the estimated useful life of each asset. Deferred tax liabilities will also be recognised in respect of such fair value adjustments. Goodwill, by contrast, is not amortised but tested for impairment at least annually. As the preliminary purchase price allocation does not yet include any final allocation of the excess value to identifiable intangible assets, the pro forma income statement has not been charged with any amortisation attributable to the recognised unallocated excess value. Nor has any deferred tax liability relating to such intangible assets been taken into account in the pro forma financial information.

In the unaudited pro forma financial information, an assumption has been made regarding the allocation between repurchased treasury shares and newly issued shares in settlement of the Share Consideration. The final allocation will be determined in connection with completion of the Offer and may therefore differ from the assumptions underlying the pro forma financial information. A greater proportion of newly issued shares would increase recognised equity and reduce the need for external financing, while a greater proportion of repurchased shares would reduce dilution but could at the same time increase the financing requirement and pro forma leverage.

Changes in Ambea’s share price up to completion of the Offer may also affect the recognised value of the shares used as consideration. Since the number of Ambea shares to be transferred under the Offer is fixed by the exchange ratio, a higher share price results in a higher fair value of the Share Consideration and thus a higher purchase consideration under IFRS 3. To the extent that the Share Consideration is settled through newly issued shares, a higher share price will also result in higher recognised equity in the Ambea group, as equity is recognised based on the fair value of equity instruments issued at the acquisition date. IFRS 3 requires purchase consideration to be measured at fair value at the acquisition date, while IAS 32 “Financial Instruments: Presentation” governs the accounting for equity instruments issued as consideration in a business combination. Treasury shares transferred as part of the Share Consideration are recognised as consideration transferred at a value based on Ambea’s share price at the acquisition date. However, the actual amount paid by Ambea to repurchase treasury shares in the market may differ from that value depending on the share price at each repurchase date. Since the repurchases are assumed to be financed through external borrowings, a higher share price may result in a higher cash cost of the repurchases and hence a greater financing requirement, without a corresponding change in the recognised value of the transferred treasury shares. A higher share price may therefore affect pro forma leverage and net debt, while the value of the recognised Share Consideration is determined based on the share price at the acquisition date.

The final pro forma effect will therefore depend on, among other things, Ambea’s share price at the completion date, the final allocation between repurchased and newly issued shares, the final financing structure and the outcome of the final purchase price allocation under IFRS 3. Changes in these factors may affect both the amount of the purchase consideration and the amount of the unallocated excess value, final goodwill, capital structure, financing requirement and pro forma leverage following completion of the Offer. It should, however, be noted that the financing effect of changes in the share price during the period in which shares are acquired is not an effect of the purchase price allocation.

Financing

Danske Bank A/S, DNB Bank ASA, Sweden Branch and Nordea Bank Abp, Sweden Branch have undertaken to provide financing to Ambea pursuant to a facilities agreement comprising a term facility of MSEK 2,300 and an expanded revolving credit facility (RCF) of MSEK 1,000.

The term facility is primarily intended to finance the cash portion of the consideration payable to Humana’s shareholders and the refinancing of Humana’s existing indebtedness, while the expanded RCF provides additional financing capacity, principally for the announced repurchases of treasury shares.

As set out in the Offer, the Share Consideration payable to Humana’s shareholders may be settled through a combination of transfers of treasury shares and newly issued shares in Ambea. The final composition of the Share Consideration affects both the dilution for existing shareholders and the pro forma financing structure. The Offer therefore presents three alternative scenarios for the allocation between transferred treasury shares and newly issued shares, as summarised in the table below.

The 2026 annual general meeting authorised the Board of Directors to repurchase no more than 5,560,658 treasury shares. In preparing the pro forma financial information, the scenario involving maximum utilisation of the share issue authorisation has been used as the basis for calculating the Share Consideration, the acquisition financing and pro forma leverage. This scenario is currently considered to be the most likely outcome.

The final allocation between transferred treasury shares and newly issued shares will be determined in connection with completion of the Offer. The outcome may therefore differ from the assumptions applied in the pro forma financial information, which may in turn affect the final financing requirement, dilution and pro forma capital structure. In addition, changes in Ambea’s share price prior to completion of the Offer may affect both the value of the Share Consideration recognised as consideration transferred in the purchase price allocation and the cash cost of any repurchases of treasury shares. A higher share price may therefore result in an increased financing requirement and higher indebtedness, while also affecting the recognised value of the share-based consideration and equity. The final effect will depend on the development of the share price and the final allocation between transferred treasury shares and newly issued shares upon completion of the Offer.

The pro forma financial information has been adjusted for increased financial expenses attributable to the additional borrowings assumed to finance the cash portion of the Offer, the refinancing of Humana’s existing external loans and, where applicable, the repurchase of shares in Ambea to be used as part of the Share Consideration. The pro forma interest rate of 4.3 percent has been calculated based on the assumed new interest-bearing debt and a weighted average interest rate comprising relevant reference rates, leverage-based credit margins and the expected currency allocation. Base rates have been calculated as weighted averages of publicly available reference rates, with each rate weighted based on the period during the year in which it was applicable. The currency allocation reflects exposure to the Nordic countries in which Ambea and Humana operate.

Humana’s historical external interest expenses have at the same time been reversed, as those liabilities are assumed to be refinanced in connection with the transaction. Based on the calculation, the net adjustment to financial expenses amounts to approximately MSEK 30 (an increase) before tax, with an associated tax effect, and is expected to have a recurring effect on the combined group’s profit or loss.

Under Ambea’s financing agreements, the company incurs financing fees. In connection with the establishment of the new loan facilities, such fees reduce the initial carrying amount of the related loans and are subsequently recognised as an expense over the term of the loan facilities using the effective interest method. The pro forma balance sheet has been adjusted for financing fees of MSEK 15, primarily attributable to arrangement fees in respect of the new financing facilities, which are recognised as a reduction in the carrying amount of the related loan facilities. The pro forma income statement has also been adjusted for loan-related fees of MSEK 4 attributable to the new financing facilities. Fees relating to undrawn credit limits have not been taken into account, as the facilities are assumed to be fully drawn for the financing of the transaction.

Transaction costs

In connection with the Offer and the planned Acquisition of Humana, Ambea has incurred costs relating to fees for financial, legal and other advisers. These transaction costs are estimated to amount to approximately MSEK 90 and were incurred in the period after 31 December 2025 and have therefore not been recognised in Ambea’s consolidated income statement for the financial year 2025 or in the consolidated balance sheet as at 31 December 2025.

For the purposes of the pro forma financial information, these transaction costs are assumed to have been incurred in the period before the Acquisition of Humana and, accordingly, no pro forma adjustment has been made to the pro forma income statement. A pro forma adjustment has been made in the pro forma balance sheet as if these costs had been charged to profit or loss in the period before the Acquisition and had thereby reduced equity and increased the group’s accrued expenses.

The transaction costs are non-recurring in nature.

Tax effects

Tax effects have been taken into account for all pro forma adjustments that are assumed to be deductible for tax purposes in the pro forma financial information. Tax effects arising from pro forma adjustments have been calculated using the applicable Swedish tax rate of 20.6 percent.