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:             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) has entered into a funding
                                       agreement dated 29 June 2016 (“Funding
                                       Agreement”), whereby over a 4 year period Gane
                                       Holdings may be obliged to settle 60% of the
                                       outstanding principal value in Ascendis shares. The
                                       number of Ascendis shares will be determined as the
                                       number of shares required to extinguish the debt
                                       based on the volume weighted share price for the 15
                                       days preceding the settlement dates (“15 Day
                                       VWAP”). The Funding Agreement remains subject to
                                       certain conditions precedent, and will only become
                                       effective once all the conditions precedents have been
                                       fulfilled and the proceeds have been received by
                                       Gane Holdings, (“Effective Date”). Gane Holdings
                                       intends to utilise the proceeds from the Funding
                                       Agreement to further follow its rights in terms of the
                                       upcoming Ascendis Rights Offer as announced on 30
                                       June 2016 as well as to implement it’s long term
                                       investment strategies and enhancement of it’s existing
                                       investment portfolio.

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

Settlement Date:                       The Funding Agreement will be settled in 4 equal
                                       annual tranches commencing on 30 September 2017

Share price:                           Based on the 15 Day VWAP preceding each of the
                                       respective settlement dates

Transaction value:                     Maximum of R390,000,000

Transaction type                       Potential future disposal, 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.



30 June 2016

Johannesburg
Sponsor: Investec Bank Limited

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