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Results of Annual General Meeting and Changes to Composition of Board and Board Committees
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 ANNUAL GENERAL MEETING AND CHANGES TO COMPOSITION OF BOARD AND BOARD
COMMITTEES
1. Introduction
Shareholders of Ascendis Health are advised that the Annual General Meeting of shareholders was held today, 20
December 2021 (“AGM”).
Shareholders are further advised that all of the resolutions tabled thereat were passed by the requisite number of votes,
save for the following resolutions:
• Ordinary resolution 3 - Re-appointment of Dr Kinesh Sachidanandan Pather as an independent non-executive
director;
• Ordinary resolution number 4 - Appointment of Lwazi Koyana an independent non-executive director;
• Ordinary resolution number 7.2 - Appointment of Johannes George Sebulela as a member of the audit and risk
committee;
• Ordinary resolution number 7.3 - Appointment of Lwazi Koyana as a member of the audit and risk committee;
• Special resolution number 2 - Approval of additional non-executive directors’ fee for FY21; and
• Special resolution number 3 - General authority to repurchase shares in the Company.
The following resolution was withdrawn prior to the resolution being put to shareholders for voting:
• Ordinary resolution A1.4 - Appointment of Andre Carl Neethling as a non-executive director.
2. Results of the AGM
The results of the AGM are set out below:
Resolutions: Shares Voted Votes For Votes Against Abstained
Number % (1) % (2) % (2) % (1)
Ordinary resolution number 1: 330 042 465 67.43 95.24 4.76 5.77
Re-appointment of auditors
Ordinary resolution number 2: 354 075 008 72.34 53.96 46.04 0.86
Re-appointment of Bharti Harie
as an independent non-executive
director
Ordinary resolution number 3: 297 546 217 60.79 36.35 63.65 12.40
Re-appointment of Dr Kinesh
Sachidanandan Pather as an
independent non-executive
director
Ordinary resolution number 4: 354 104 158 72.34 46.09 53.91 0.85
Appointment of Lwazi Koyana an
independent non-executive
director
Ordinary resolution number 5: 354 104 158 72.34 74.04 25.96 0.85
Appointment of Lawrence
Mulaudzi as a non-executive
director
Ordinary resolution number 6: 354 115 176 72.35 55.89 44.11 0.85
Appointment of Harry Smit as a
non-executive director
Ordinary resolution number 354 045 008 72.33 52.60 47.40 0.86
7.1:
Appointment of Bharti Harie as
member of the audit and risk
committee
Ordinary resolution number 354 108 058 72.35 46.01 53.99 0.85
7.2:
Appointment of Johannes
George Sebulela as a member of
the audit and risk committee
Ordinary resolution number 354 108 058 72.35 46.09 53.91 0.85
7.3:
Appointment of Lwazi Koyana as
a member of the audit and risk
committee
Ordinary resolution number 8: 355 359 748 72.60 55.72 44.28 0.59
General authority to issue shares
of the Company
Ordinary resolution number 9: 355 359 748 72.60 56.18 43.82 0.59
General authority to the directors
to issue shares of the Company
for cash, limited to 10%
Special resolution number 1: 268 487 067 54.85 89.63 10.37 18.34
Approval of non-executive
directors’ remuneration for FY22
Special resolution number 2: 268 487 133 54.85 47.00 53.00 18.34
Approval of additional non-
executive directors’ fee for FY21
Special resolution number 3: 330 343 261 67.49 72.14 27.86 5.70
General authority to repurchase
shares in the Company
Special resolution number 4: 292 406 829 59.74 89.12 10.88 13.45
Approval of financial assistance
in terms of section 44 of the Act
Special resolution number 5: 292 412 729 59.74 89.60 10.40 13.45
Approval of financial assistance
in terms of section 45 of the Act
Ordinary resolution number 268 128 458 54.78 65.78 34.22 18.41
10:
Endorsement of Ascendis Health
Remuneration Policy
Ordinary resolution number 268 129 286 54.78 65.76 34.24 18.41
11:
Endorsement of Ascendis Health
Remuneration Implementation
Report
Ordinary resolution number 339 369 228 69.33 95.99 4.01 3.86
12:
Authority to sign all documents
Ordinary resolution A1.1: 330 234 433 67.47 51.53 48.47 5.73
Appointment of Gary Johan
Shayne as a non-executive
director
Ordinary resolution A1.2: 328 940 296 67.20 51.34 48.66 5.99
Appointment of Richard William
Dawes as a non-executive
director
Ordinary resolution A1.3: 328 940 296 67.20 51.25 48.75 5.99
Appointment of Karsten Uwe
Harald Horst Wellner as a non-
executive director
Ordinary resolution B2.1: 328 985 261 67.21 51.35 48.65 5.98
Appointment of Gary Johan
Shayne as a member of the audit
and risk committee
Ordinary resolution B2.2: 328 934 834 67.20 51.25 48.75 5.99
Appointment of Karsten Uwe
Harald Horst Wellner as a
member of the audit and risk
committee
Ordinary resolution B2.3: 328 941 124 67.20 51.35 48.65 5.99
Appointment of Richard William
Dawes as a member of the audit
and risk committee
Ordinary resolution B2.4: 328 934 834 67.20 72.25 27.75 5.99
Appointment of Lawrence
Mulaudzi as a member of the
audit and risk committee
Ordinary resolution C3: 328 780 989 67.17 52.48 47.52 6.02
Removal of Andrew Brian
Marshall as an independent non-
executive director
Notes:
1. As a percentage of 489 469 959 total ordinary shares in issue as at the meeting record date, being Monday, 20 December 2021.
2. As a percentage of shares voted at the AGM.
3. Engagement with dissenting shareholders
Shareholders at the AGM voted against the Company’s Remuneration Policy 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 endorsement relating to the Company’s Remuneration Policy, 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 endorsement relating to the
Company’s Remuneration Policy and who would prefer to engage further with the Company, are requested to contact
the Company Secretary, Mpeo Nkuna via email at mpeo.nkuna@ascendishealth.com by close of business on 31
January 2022, setting out any reason for voting against the non-binding advisory endorsement relating to the Company’s
Remuneration Policy, and indicating whether such shareholder would be interested in participating in further
engagement.
4. Changes to board
In accordance with paragraph 3.59(b) of the JSE Limited Listings Requirements, shareholders are advised that Bharti
Harie and George Sebulela have resigned as independent non-executive directors of the Company with effect from 20
December 2021 and as a result Bharti Harie will cease to be the Chairman of the social, ethics and transformation
committee of the Company following that date.
Shareholders are further advised that as a result of the above resolutions and votes cast at the AGM, the following
changes are made with immediate effect to the Ascendis Health board of directors (“Board”):
• Ordinary resolution number 3 not achieving majority of votes cast, Dr Kinesh Sachidanandan Pather steps down
as an independent non-executive director;
• Ordinary resolution number 5 achieving majority of votes cast, Lawrence Mulaudzi is appointed as a non-
executive director;
• Ordinary resolution number 6 achieving majority of votes cast, Harry Smit is appointed as a non-executive
director;
• Ordinary resolution A1.1 achieving majority of votes cast, Gary John Shayne is appointed as a non-executive
director;
• Ordinary resolution A1.2 achieving majority of votes cast, Richard William Dawes is appointed as a non-
executive director;
• Ordinary resolution A1.3 achieving majority of votes cast, Karsten Uwe Harald Horst Wellner is appointed as a
non-executive director; and
• Ordinary resolution C3 achieving majority of votes cast, Andrew Brian Marshall steps down as an independent
non-executive director
The Board would like to take this opportunity to express its gratitude to Bharti Harie, Dr Kinesh Sachidanandan Pather
and Johannes George Sebulela for their contribution towards Ascendis Health during their tenure of service and wishes
them well in their future endeavours.
As announced on SENS on 15 December 2021 Andrew Marshall was appointed as acting CEO. Shareholders are
advised that Andrew shall remain as an employee of the Company in this role, effective 1 January 2021, for an interim
period while the board continues with the search for a permanent candidate for the CEO role.
The Board would also like to congratulate all new appointments to the Board and wishes them every success in their
new roles.
5. Changes to Audit and Risk Committee
As a result of the above resolutions and votes cast at the AGM, the following changes are made with immediate effect
to the Ascendis Health Audit and Risk Committee:
• Ordinary resolution B2.1 achieving majority of votes cast, Gary Johan Shayne is appointed as member of the
Audit and Risk Committee;
• Ordinary resolution B2.2 achieving majority of votes cast, Karsten Uwe Harald Horst Wellner is appointed as
member of the Audit and Risk Committee;
• Ordinary resolution B2.3 achieving majority of votes cast, Richard William Dawes is appointed as member of
the Audit and Risk Committee; and
• Ordinary resolution B2.4 achieving majority of votes cast, Lawrence Mulaudzi is appointed as member of the
Audit and Risk Committee.
20 December 2021
Bryanston
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 20-12-2021 05:39:00
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