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ASCENDIS HEALTH LIMITED - Report on Fourth Annual General Meeting Proceedings

Release Date: 11/11/2016 08:00
Code(s): ASC     PDF:  
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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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