ASCENDIS HEALTH LIMITED - Dealings in securities by directors

Dealings in securities by directors

ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
ISIN: ZAE000185005 Share code: ASC
(“Ascendis”)

Dealings in securities by directors

In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements the following information, relating to
dealings in securities by directors, is disclosed:


Directors:                                 Gary Shayne and Crispian Dillon

Nature of the transaction:                 As a consequence of their indirect beneficial interest in
                                           Ascendis held through Gane Holdings Proprietary Limited
                                           (“Gane Holdings”), in which Gary Shayne has an 85%
                                           indirect beneficial interest and Crispian Dillon has a 15%
                                           indirect beneficial interest, certain option agreements
                                           pertaining to Ascendis acquisitions are required to be
                                           disclosed as dealings in securities by these directors.

                                           Prior to the listing of Ascendis on 22 November 2013
                                           (“Listing”), Ascendis acquired a company (“Acquired
                                           Company”) on the basis that a portion of the total purchase
                                           consideration is settled by way of Ascendis ordinary shares
                                           (“Ascendis Shares”) on a deferred basis. In order to provide
                                           the vendors of the Acquired Company (“Vendors”) with the
                                           required certainty regarding the rand value of the listed
                                           Ascendis Shares at the future negotiated date, Gane
                                           Holdings entered into a separate arms length option
                                           agreement (“Option Agreement”) directly with the Vendors.
                                           This Option Agreement provides the Vendors with a
                                           guaranteed return in the form of an agreed amount which is
                                           settled by Gane Holdings.

                                           No fees are payable by Ascendis to Gane Holdings for this
                                           agreement and there are no financial implications for
                                           Ascendis as a result of this agreement.

Total number of Shares:                    927 272

Value per share                            R35.50 which is calculated in terms of the formula contained
                                           in the Option Agreement, and to be settled in full on or about
                                           30 June 2018
Total transaction value                    R 32 920 741
Date of transaction                        10 March 2016
Class of shares                            Ordinary Shares

Transaction type                           Purchase, off market

Extent of interest:                        Indirect beneficial, through Gane Holdings, in which Gary
                                           Shayne has an 85% indirect beneficial interest and Crispian
                                           Dillon has a 15% indirect beneficial interest.

Written clearance obtained:                Clearance was obtained from the Chairman.



10 March 2016
Johannesburg

Sponsor
Investec Bank Limited

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