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Report on Third Annual General Meeting Proceedings
Ascendis Health Limited
(Registration number 2008/005856/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASC
ISIN: ZAE000185005
(“Ascendis of “the Company”)
Report on Third Annual General Meeting Proceedings
Ascendis shareholders are advised that at the Third Annual General Meeting of members held on
Thursday, 12th November 2015, all the ordinary and special resolutions as proposed in the Notice of the
Annual General Meeting were approved by the requisite majority of members. In this regard, Ascendis
confirms the voting results from the Third Annual General Meeting as follows:
% Number
Total number of shares that could be voted at meeting 100% 270,232,494
Total number of shares present/represented including proxies at meeting 74.51% 201,341,399
Total number of members present/presented by representation 59
Votes in Votes Abstain Shares
Favour Against voted
Ordinary Resolution Number 1 201,341,399 0 0 201,341,399
Adoption of Annual Financial Statements 100.00% 0.00% 0.00% 100.00%
Ordinary Resolution Number 2 201,341,399 0 0 201,341,399
Re-appointment of auditors 100.00% 0.00% 0.00% 100.00%
Ordinary Resolution Number 3.1 191,404,864 0 9,936,535 191,404,864
Re-election of John Andrew Bester as a non- 100.00% 0.00% 3.68% 100.00%
executive director
Ordinary Resolution Number 3.2 191,404,864 0 9,936,535 191,404,864
Re-election of Osment Philip Cunningham as a 100.00% 0.00% 3.68% 100.00%
non-executive director
Ordinary Resolution Number 4.1 201,273,389 68,010 0 201,341,399
Appointment of Kieron Futter as an executive 99.97% 0.03% 0.00% 100.00%
director
Ordinary Resolution Number 4.2 191,336,854 68,010 9,936,535 191,404,864
Appointment of Clifford Beck Sampson as an 99.96% 0.04% 3.68% 100.00%
executive director
Ordinary Resolution Number 5.1 191,404,864 0 9,936,535 191,404,864
Appointment of Bharti Harie as a member of 100.00% 0.00% 3.68% 100.00%
the Audit committee
Ordinary Resolution Number 5.2 190,835,914 568,950 9,936,535 191,404,864
Appointment of John Andrew Bester as a 99.70% 0.30% 3.68% 100.00%
member of the Audit committee
Ordinary Resolution Number 5.3 191,404,864 0 9,936,535 191,404,864
Appointment of Osment Philip Cunningham as 100.00% 0.00% 3.68% 100.00%
a member of the Audit committee
Ordinary Resolution Number 6 181,474,256 19,867,143 0 201,341,399
General authority to issue shares of the 90.13% 9.87% 0.00% 100.00%
Company
Special Resolution Number 1 182,053,209 19,288,190 0 201,341,399
General authority to issue shares of the 90.42% 9.58% 0.00% 100.00%
Company for cash
Special Resolution Number 2 201,341,399 0 0 201,341,399
Approval of independent non-executive 100.00% 0.00% 0.00% 100.00%
directors’ remuneration
Special Resolution Number 3 198,450,521 2,890,878 0 201,341,399
General authority to repurchase shares in the 98.56% 1.44% 0.00% 100.00%
Company
Special Resolution Number 4 181,978,037 19,363,362 0 201,341,399
Approval of financial assistance in terms of 90.38% 9.62% 0.00% 100.00%
section 44 of the Companies Act
Special Resolution Number 5 181,409,087 19,932,312 0 201,341,399
Approval of financial assistance in terms of 90.10% 9.90% 0.00% 100.00%
section 45 of the Companies Act
Ordinary Resolution Number 7 197,809,116 3,532,283 0 201,341,399
Endorsement of Ascendis’ Remuneration 98.25% 1.75% 0.00% 100.00%
Policy
Ordinary Resolution Number 8 201,341,399 0 0 201,341,399
Authority to sign all documents 100.00% 0.00% 0.00% 100.00%
Votes withheld are not votes in law and have not been counted in the calculation of the proportion of
votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chairman have been
included in the 'for' total.
Andy Sims
Company Secretary
Ascendis Health Limited
13 November 2015
Sponsor: Investec Bank Limited
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