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 3.74 of the JSE Listings Requirements, the following information, relating to
dealings in securities by directors, is disclosed:

Directors:                                 Gary Shayne and Crispian Dillon.

Nature of the transaction:                 Shareholders are referred to the announcement dated 28
                                           November 2017 relating to the acquisition by Ascendis of
                                           100% of Kyron Laboratories Proprietary Limited (“Kyron”)
                                           (“Announcement”). Definitions in this announcement shall
                                           have the same meaning as those ascribed in the
                                           Announcement.

                                           Gane Holdings Proprietary Limited (“Gane Holdings”) (in
                                           which Gary Shayne holds an 85% indirect interest and
                                           Crispian Dillon holds a 15% indirect interest), which does
                                           not form part of the Ascendis group of companies, has
                                           entered into a separate agreement (“Option Agreement”)
                                           with the Seller, dated 12 December 2017, whereby Gane
                                           Holdings has granted the Seller a put option and the Seller
                                           has granted Gane Holdings a reciprocal call option in
                                           respect of the Ascendis Shares issued as part settlement of
                                           the Purchase Consideration as set out in paragraph 3.1.ii of
                                           the Announcement (“Option Shares”), which options may be
                                           exercised at a future date as set out below (“Option Exercise
                                           Date”). The Option Agreement is subject to the fulfilment
                                           and/or waiver of all the conditions precedent as contained
                                           within the Announcement.

                                           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 5,100,000

Option Exercise Date:                      The second anniversary of the Closing Date of the Proposed
                                           Transaction

Strike price:                              Effective strike price of R19.81 per share

Deemed transaction value:                  R101,012,462

Class of shares:                           Ordinary shares

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.



12 December 2017

Johannesburg
Sponsor
Investec Bank Limited

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