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Report on Fifth 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 Fifth Annual General Meeting Proceedings
Ascendis shareholders are advised that at the Fifth Annual General Meeting of members held on Thursday,
9th November 2017, 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 Fifth Annual General Meeting as follows:
% Number
Total number of shares that could be voted at meeting 100% 435,939,348
Total number of shares present/represented including proxies at meeting 79.66% 347,260,651
Total number of members present/presented by representation 59
Votes in Votes Abstain Shares
Favour Against voted
Ordinary Resolution Number 1 328,937,053 5,000 18,318,598 328,942,053
Adoption of Annual Financial Statements 100.00% 0.00% 4.20% 75.46%
Ordinary Resolution Number 2 328,936,818 5,065 18,318,768 328,941,883
Re-appointment of auditors 100.00% 0.00% 4.20% 75.46%
Ordinary Resolution Number 3.1 328,929,030 10,723 18,320,898 328,939,753
Re-election of John Andrew Bester as an 100.00% 0.00% 4.20% 75.46%
independent non-executive director
Ordinary Resolution Number 3.2 327,078,707 1,861,046 18,320,898 328,939,753
Re-election of Gary John Shayne as a non- 99.43% 0.57% 4.20% 75.46%
executive director
Ordinary Resolution Number 4.1 328,929,032 10,721 18,320,898 328,939,753
Appointment of Bharti Harie as a member of 100.00% 0.00% 4.20% 75.46%
the Audit committee
Ordinary Resolution Number 4.2 321,249,054 7,687,934 18,323,663 328,936,988
Appointment of John Andrew Bester as a 97.66% 2.34% 4.20% 75.45%
member of the Audit committee
Ordinary Resolution Number 4.3 326,990,949 1,946,039 18,323,663 328,936,988
Appointment of Dr Kinesh Sachidanandan 99.41% 0.59% 4.20% 75.45%
Pather as a member of the Audit committee
Ordinary Resolution Number 5 290,238,134 37,430,627 19,591,890 327,668,761
General authority to issue shares of the 88.58% 11.42% 4.49% 75.16%
Company
Ordinary Resolution Number 6 281,346,434 46,322,327 19,591,890 327,668,761
General authority to issue shares of the 85.86% 14.14% 4.49% 75.16%
Company for cash
Votes in Votes Abstain Shares
Favour Against voted
Special Resolution Number 1 327,111,134 1,826,239 18,323,278 328,937,373
Approval of independent non-executive 99.44% 0.56% 4.20% 75.45%
directors’ remuneration
Special Resolution Number 2 291,374,428 37,563,006 18,323,217 328,937,434
General authority to repurchase shares in the 88.58% 11.42% 4.20% 75.45%
Company
Special Resolution Number 3 281,453,945 47,477,758 18,328,948 328,931,703
Approval of financial assistance in terms of 85.57% 14.43% 4.20% 75.45%
section 44 of the Companies Act
Special Resolution Number 4 277,454,732 51,476,971 18,328,948 328,931,703
Approval of financial assistance in terms of 84.35% 15.65% 4.20% 75.45%
section 45 of the Companies Act
Special Resolution Number 5 328,933,259 5,896 18,321,496 328,939,155
Amendment to the Company’s Memorandum 100.00% 0.00% 4.20% 75.46%
of Incorporation to discontinue using dividend
cheques as a distribution to shareholders
Ordinary Resolution Number 7 294,796,669 34,128,617 18,335,365 328,925,286
Endorsement of Ascendis’ Remuneration 89.62% 10.38% 4.21% 75.45%
Policy
Ordinary Resolution Number 8 328,940,944 1,109 18,318,598 328,942,053
Authority to sign all documents 100.00% 0.00% 4.20% 75.46%
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
10 November 2017
Sponsor: Investec Bank Limited
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