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 (“the JSE”) Listings Requirements ("the Listings
Requirements"), the following information, relating to dealings in securities by directors, is disclosed:

Directors:                             Gary Shayne and Crispian Dillon.

Nature of the transaction:             Ascendis has entered into an agreement (which
                                       remains subject to certain conditions precedent) to
                                       purchase a company (“Acquired Company”). The
                                       transaction size is approximately 3.7% of the Ascendis
                                       market capitalisation, which is below a category two
                                       transaction in terms of the Listings Requirements.

                                       Gane Holdings Proprietary Limited (“Gane Holdings”)
                                       (in which Gary Shayne has a 85% indirect beneficial
                                       interest and Crispian Dillon has a 15% indirect
                                       beneficial interest), which does not form part of the
                                       Ascendis group of companies, has entered into a
                                       separate agreement (“Option Agreement”) with the
                                       disposing shareholders of the Acquired Company
                                       (“Disposing Shareholders”), dated 14 December 2015,
                                       whereby Gane Holdings has granted the Disposing
                                       Shareholders a put option and the Disposing
                                       Shareholders have granted Gane Holdings a
                                       reciprocal call option in respect of the Ascendis shares
                                       that will be issued to the Disposing Shareholders as
                                       part settlement of the purchase consideration for the
                                       Acquired Company.

                                       Clearance in terms of paragraph 3.66 of the Listings
                                       Requirements has been obtained from the Chairman
                                       of the Board.

                                       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.
Number of Option Shares:               Maximum of 5,000,000
Option Exercise Date:                  The sooner of the approval of the Acquired
                                       Company’s financial statements for the financial year
                                       end 30 June 2018 and 31 December 2018
Strike price:                          Volume weighted average price for the 30 days
                                       preceding the Option Exercise Date
Deemed transaction value:              Maximum of R190,000,000
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.

17 December 2015
Johannesburg

Sponsor: Investec Bank Limited

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