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ASCENDIS HEALTH LIMITED - Amendments to the memorandum of incorporation and notice to shareholders

Release Date: 02/07/2025 08:15
Code(s): ASC     PDF:  
Wrap Text
Amendments to the memorandum of incorporation and notice to shareholders

 Ascendis Health Limited
 (Registration number 2008/005856/06)
 (Incorporated in the Republic of South Africa)
 Share code: ASC ISIN: ZAE000185005
 Listed on the General Segment of the Main Board
 ("Ascendis Health" or the "Company")


AMENDMENTS TO THE MEMORANDUM OF INCORPORATION AND NOTICE TO SHAREHOLDERS

Amendments to the Company's memorandum of incorporation ("MOI")

Shareholders of the Company ("Shareholders") are advised that certain amendments to the Companies Act, No. 71 of
2008 ("Companies Act") came into effect on 27 December 2024, following the coming into law of the Companies
Amendment Act, No. 16 of 2024 and the Companies Second Amendment Act, No. 17 of 2024 (collectively, the "New
Companies Act Amendments"). Accordingly, there are certain provisions of the Company's existing MOI ("Existing
MOI") that are not aligned with the New Companies Act Amendments, and as such, the board of directors ("Board") has
proposed that the Existing MOI be amended to ensure alignment thereof with the New Companies Act Amendments
("MOI Amendments") and that such MOI Amendments be approved by Shareholders.

It is proposed that, Shareholders amend the Existing MOI in terms of section 16(1)(c) read with section 16(5)(a) of the
Companies Act by substituting the Existing MOI in its entirety, with a new memorandum of incorporation ("Amended
MOI").

Notice to Shareholders

The Board has determined that the adoption of the Amended MOI (in substitution of the Existing MOI), be considered
and, if deemed fit, approved by Shareholders by way of written consent in accordance with section 60 of the Companies
Act. As such, Shareholders are entitled to exercise their voting rights in relation to the written resolutions to give effect
to the MOI Amendments ("Resolutions") within 20 business days after the Resolutions have been submitted to them.

A notice providing Shareholders with relevant information pertaining to the MOI Amendments, together with the
Resolutions and a form of written consent (the "Notice") will be distributed to Shareholders today, Wednesday,
2 July 2025.

Copies of the Notice may be obtained during normal business hours from the registered offices of each of Ascendis
Health and Computershare Investor Services Proprietary Limited (the Transfer Secretaries), at their respective
addresses set out in the "Corporate Information" section of the Notice, from today, Wednesday, 2 July 2025 to
Wednesday, 30 July 2025. The Notice is also available on the Company's website (https://ascendishealth.com).

Salient dates and times

The salient dates and times pertaining to the MOI Amendments are as follows:

                                                                                                                      2025
 Record date to determine which Shareholders are entitled to receive the Notice and are eligible           Friday, 20 June
 to vote on the Resolutions

 Notice distributed to Shareholders and announced on SENS, on                                            Wednesday, 2 July
                                              
 Voting period opens, on                                                                                 Wednesday, 2 July
                                                                               
 Last day for voting (20 Business Days from voting period opening), by no later than 17:00, on          Wednesday, 30 July

 Results of voting expected to be released on SENS, on or about                                          Thursday, 31 July

Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment will
    be released on SENS.


Johannesburg
2 July 2025

Sponsor
Valeo Capital (Pty) Limited

Date: 02-07-2025 08:15:00
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