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ASCENDIS HEALTH LIMITED - Results of the Annual General Meeting and board committee changes

Release Date: 05/02/2020 16:35
Code(s): ASC     PDF:  
 
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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The following resolutions were withdrawn prior to the commencement of the AGM: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
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