Results of the Annual General Meeting and board committee changes Ascendis Health Limited (Registration number 2008/005856/06) (Incorporated in the Republic of South Africa) Share code: ASC ISIN: ZAE000185005 (“Ascendis Health” or “the Company”) RESULTS OF THE ANNUAL GENERAL MEETING AND BOARD COMMITTEE CHANGES 1. Introduction Shareholders of Ascendis Health are advised that the Annual General Meeting of shareholders was held today, 5 February 2020 (“AGM”). The following resolutions were withdrawn prior to the commencement of the AGM: - Ordinary Resolution number 6: General authority to issue shares of the Company for cash - Ordinary Resolution number 7: Adoption of the Ascendis Health Employee Share Option Scheme - Special Resolution number 2: General authority to repurchase shares in the Company - Special Resolution number 3: Approval of financial assistance in terms of section 44 of the Act - Special Resolution number 4: Approval of financial assistance in terms of section 45 of the Act Shareholders are further advised that all the other resolutions tabled thereat were passed by the requisite number of votes, save for Ordinary Resolution 5.3: Appointment of Dr KS Pather as a member of the Audit and Risk Committee and Special Resolution number 1: Approval of non-executive directors’ remuneration. 2. Results of the AGM The results of the AGM are set out below: Resolutions Shares voted Votes Votes Abstained For Against Number % (1) % (2) % (2) % (1) Ordinary resolution number 1: 341 131 807 69.69% 92.97% 7.03% 12.67% Adoption of annual financial statements Ordinary resolution number 2: 341 296 900 69.73% 92.07% 7.93% 12.63% Re-appointment of auditors Ordinary resolution number 3.1: 400 839 626 81.89% 50.16% 49.84% 0.47% Re-election of Dr Kinesh Sachidanandan Pather as an independent non-executive director Ordinary resolution number 3.2: 402 801 141 82.29% 69.58% 30.42% 0.07% Re-election of Dr Noluyolo Yoza Jekwa as an independent non- executive director Ordinary resolution number 4.1: 384 922 293 78.64% 76.71% 23.29% 3.72% Appointment of Andrew Brian Marshall as an independent non- executive director Ordinary resolution number 4.2: 402 854 563 82.30% 98.96% 1.04% 0.06% Appointment of Mark James van Lill Sadie as an executive director Ordinary resolution number 5.1: 341 167 900 69.70% 80.92% 19.08% 12.66% Appointment of Bharti Harie as a member of the Audit and Risk Committee Ordinary resolution number 5.2: 340 793 182 69.62% 70.79% 29.21% 12.74% Appointment of Mary Sina Bomela as a member of the Audit and Risk Committee Ordinary resolution number 5.3: 402 479 845 82.23% 49.75% 50.25% 0.13% Appointment of Dr Kinesh Sachidanandan Pather as a member of the Audit and Risk Committee Ordinary resolution number 5.4: 402 800 313 82.29% 69.58% 30.42% 0.07% Appointment of Dr Noluyolo Yoza Jekwa as a member of the Audit and Risk Committee Special resolution number 1: 376 889 335 77.00% 67.35% 32.65% 5.36% Approval of non-executive directors’ remuneration Ordinary resolution number 8: 376 889 335 77.00% 43.74% 56.26% 5.36% Endorsement of Ascendis Health Remuneration Policy Ordinary resolution number 9: 378 842 120 77.40% 48.86% 51.14% 4.96% Endorsement of Ascendis Health Remuneration Implementation Report Ordinary resolution number 10: 323 412 494 66.07% 92.64% 7.36% 16.29% General authority to sign all documents Notes: 1. As a percentage of 489 469 959 total ordinary shares in issue as at the meeting record date, being Friday, 31 January 2020. 2. As a percentage of shares voted per resolution at the AGM. 3. Changes to the Audit and Risk Committee As a result of Ordinary Resolution 5.3 not achieving the required majority of the votes cast at the AGM, Dr KS Pather steps down from the Audit and Risk Committee of the Company. Following this change, the Audit and Risk Committee will comprise Ms B Harie (Chairman), Ms MS Bomela and Dr NYJekwa. 4. Engagement with the dissenting shareholders Shareholders at the AGM voted against the Company’s Remuneration Policy and the Remuneration Implementation Report by more than 25% of the votes exercised. The Company will therefore engage with the dissenting shareholders to better understand the reasons why they voted against the non-binding advisory endorsements, and to enable the Human Capital Committee to consider these concerns on behalf of the board of the Company. Accordingly, the dissenting shareholders that voted against the non-binding advisory endorsements and who would prefer to engage further with the Company, are requested to contact the Company Secretary, Andy Sims via email at andy.sims@ascendishealth.com by close of business on 21 February 2020, setting out any reason for voting against the non-binding advisory endorsements, and indicating whether such shareholder would be interested in participating in further engagement. The Company will determine and communicate the format of such engagement once it has a better understanding from the dissenting shareholders as to the reasons for their dissenting vote. Bryanston 5 February 2020 Sponsor Questco Corporate Advisory (Pty) Ltd Date: 05-02-2020 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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