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Results of General Meeting, Offer Conditions Fulfilled and Update Regarding the Offer And Delisting
Ascendis Health Limited
(Registration number 2008/005856/06)
(Incorporated in the Republic of South Africa)
Share code: ASC ISIN: ZAE000185005
Listed on the General Segment of the Main Board
("Ascendis" or the "Company")
RESULTS OF GENERAL MEETING, OFFER CONDITIONS FULFILLED AND UPDATE
REGARDING THE OFFER AND DELISTING
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the circular issued by the Company to shareholders of Ascendis ("Shareholders"), dated
Tuesday, 28 October 2025 ("Circular").
Shareholders are referred to the Circular and the announcement published by the Company on Tuesday,
28 October 2025 pertaining to the Offer and Delisting. To obtain a thorough understanding of the Offer and Delisting,
Shareholders are advised to refer to the terms and conditions pertaining thereto, as set out in the Circular.
RESULTS OF GENERAL MEETING
Shareholders are advised that at the General Meeting held today, 18 November 2025, all of the resolutions as set out
in the Notice of General Meeting ("Resolutions") were approved and adopted by the requisite majority of Shareholders.
The voting results in respect of the Resolutions are as follows:
Resolution Shares voted Votes for Votes against Shares
abstained
(note 1) (note 2) (note 2) (note 1)
Ordinary resolution number 1 – 284 543 842 92.76% 7.24% 0.0048%
Authority to delist and to apply for the
delisting of the Company from the JSE 45.47%
Ordinary resolution number 2 – 460 033 431 95.52% 4.48% 0.0048%
General authority
73.52%
Notes:
1. Percentages are reflected as a percentage of the total number of Shares in issue (excluding Treasury Shares). The total number
of Shares in issue is 632 469 959 ordinary shares, of which 6 717 089 are Treasury Shares. Accordingly, the total number of
Shares in issue (excluding Treasury Shares) is 625 752 870 Shares.
2. Percentages are reflected as a percentage of the total number of Shares voted in respect of each Resolution.
OFFER CONDITIONS FULFILLED AND UPDATE REGARDING THE OFFER AND DELISTING
Shareholders are advised that, following the approval and adoption of the Resolutions at the General Meeting, all Offer
Conditions have now been fulfilled. Accordingly, subject to the Maximum Acceptances Condition not failing (i.e. subject
to Offer acceptances not exceeding 20% of the Offer Shares, in aggregate), the Offer and Delisting will be implemented
in accordance with the salient dates and times set out below.
Event (notes 1,2) 2025
Offer LDT, being the last day to trade in Ascendis Shares in order to be eligible to Tuesday, 25 November
participate in the Offer, on (notes 3,4)
Cautionary announcement to be published on SENS, on (note 3) Tuesday, 25 November
Ascendis Shares trade 'ex' the entitlement to participate in the Offer (note 3) Wednesday, 26 November
Offer Record Date, being the date on which a Shareholder must be recorded in the Friday, 28 November
register to be eligible to participate in the Offer, on (note 3)
Offer Closing Date, at 12:00, on Friday, 28 November
Expected date of publication of the results of the Offer and finalisation Friday, 28 November
announcement on SENS, on
Expected date of lodging an application for the suspension and termination of listing Friday, 28 November
on the JSE of all Ascendis Shares subject to implementation of the Offer, on
Suspension of listing of all Ascendis Shares at the commencement of trade on the Monday, 1 December
JSE and A2X, on
Offer Payment Date, being the date on which payment of the Offer Consideration to Monday, 1 December
Offer Participants will be made if the Offer is implemented, on (note 5)
Date of the termination of listing of all Ascendis Shares on the JSE and A2X at the Thursday, 4 December
commencement of trade, on
Notes:
1. The dates and times set out in this announcement and the Circular are subject to change, with the approval of the JSE, if
required. Any such change will be published on SENS.
2. All times given in this announcement and the Circular are in South African Standard Time, unless otherwise stated.
3. Shareholders should note that, since trades in Ascendis Shares are settled by way of the electronic settlement system used
by Strate, settlement will take place 3 Business Days after the date of a trade. Therefore, provided that persons acquire
Ascendis Shares on or prior to the Offer LDT and hold such Shares on the Offer Record Date, such Shareholders will be
entitled to participate in the Offer. Any trading in Ascendis Shares after the Offer LDT could result in the purchaser thereof
holding unlisted Ascendis Shares.
4. No Dematerialisation or rematerialisation of Ascendis Shares by Shareholders may take place on or after the Business Day
following the Offer LDT. For the avoidance of doubt, Offer Participants cannot dematerialise or rematerialise once they have
validly accepted the Offer.
5. Subject to implementation of the Offer:
i. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to them by electronic funds
transfer into the bank account nominated by them in the form of acceptance, surrender and transfer (incorporated into the
Circular) on the Offer Payment Date.
ii. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or Broker credited with the Offer
Consideration on the Offer Payment Date.
Johannesburg
18 November 2025
Corporate Advisor and
Transaction Sponsor
Questco Proprietary Limited
Date: 18-11-2025 10:50:00
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