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
(“Ascendis Health” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING AND BOARD COMMITTEE CHANGES
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The following resolutions were withdrawn prior to the commencement of the AGM: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
Number % (1) % (2) % (2) % (1)
Ordinary resolution number 1: 341 131 807 69.69% 92.97% 7.03% 12.67%
Adoption of annual financial
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-
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-
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
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
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
Special resolution number 1: 376 889 335 77.00% 67.35% 32.65% 5.36%
Approval of non-executive directors’
Ordinary resolution number 8: 376 889 335 77.00% 43.74% 56.26% 5.36%
Endorsement of Ascendis Health
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
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 email@example.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.
5 February 2020
Questco Corporate Advisory (Pty) Ltd
Date: 05-02-2020 04:35:00
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