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Report on Fourth 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 Fourth Annual General Meeting Proceedings
Ascendis shareholders are advised that at the Fourth Annual General Meeting of members held on
Thursday, 10th November 2016, 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 Fourth 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 64.59% 281,579,300
Total number of members present/presented by representation 60
Votes in Votes Abstain Shares
Favour Against Voted
Ordinary Resolution Number 1 262,278,583 0 18,300,717 262,278,583
Adoption of Annual Financial Statements 100.00% 0.00% 4.20% 100.00%
Ordinary Resolution Number 2 262,277,400 1,183 18,300,717 262,278,583
Re-appointment of auditors 100.00% 0.00% 4.20% 100.00%
Ordinary Resolution Number 3.1 248,565,452 0 32,013,848 248,565,452
Re-election of Bharti Harie as an 100.00% 0.00% 7.34% 100.00%
independent non-executive director
Ordinary Resolution Number 3.2 245,447,580 3,127,146 32,004,574 248,574,726
Re-election of Crispian Douglas Dillon as a 98.74% 1.26% 7.34% 100.00%
non-executive director
Ordinary Resolution Number 4.1 248,559,039 5,913 32,014,348 248,564,952
Appointment of Mary Sina Bomela as an 100.00% 0.00% 7.34% 100.00%
independent non-executive director
Ordinary Resolution Number 4.2 247,725,783 839,669 32,013,848 248,565,452
Appointment of Dr Kinesh Pather as an 99.66% 0.34% 7.34% 100.00%
independent non-executive director
Ordinary Resolution Number 5.1 248,574,726 0 32,004,574 248,574,726
Appointment of Bharti Harie as a member of 100.00% 0.00% 7.34% 100.00%
the Audit committee
Ordinary Resolution Number 5.2 247,427,070 1,147,656 32,004,574 248,574,726
Appointment of John Andrew Bester as a 99.54% 0.46% 7.34% 100.00%
member of the Audit committee
Ordinary Resolution Number 5.3 247,725,783 839,669 32,013,848 248,565,452
Appointment of Dr Kinesh Sachidanandan 99.66% 0.34% 7.34% 100.00%
Pather as a member of the Audit committee
Votes in Votes Abstain Shares
Favour Against voted
Ordinary Resolution Number 6 222,665,377 39,610,506 18,303,417 262,275,883
General authority to issue shares of the 84.90% 15.10% 4.20% 100.00%
Company
Ordinary Resolution Number 7 207,151,127 54,889,214 18,538,959 262,040,341
General authority to issue shares of the 79.05% 20.95% 4.25% 100.00%
Company for cash
Special Resolution Number 1 248,535,397 6,531 32,037,372 248,541,928
Approval of independent non-executive 100.00% 0.00% 7.35% 100.00%
directors’ remuneration
Special Resolution Number 2 261,921,556 328,747 18,328,997 262,250,303
General authority to repurchase shares in 99.87% 0.13% 4.20% 100.00%
the Company
Special Resolution Number 3 231,172,796 31,074,787 18,331,717 262,247,583
Approval of financial assistance in terms of 88.15% 11.85% 4.21% 100.00%
section 44 of the Companies Act
Special Resolution Number 4 234,460,508 27,786,575 18,332,217 262,247,083
Approval of financial assistance in terms of 89.40% 10.60% 4.21% 100.00%
section 45 of the Companies Act
Ordinary Resolution Number 8 222,845,647 25,732,652 32,001,001 248,578,299
Endorsement of Ascendis’ Remuneration 89.65% 10.35% 7.34% 100.00%
Policy
Ordinary Resolution Number 9 262,277,696 887 18,300,717 262,278,583
Authority to sign all documents 100.00% 0.00% 4.20% 100.00%
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
11 November 2016
Sponsor: Investec Bank Limited
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