Ascendis Health Limited (ASC) Earnings Call Transcript & Summary

Good morning. I welcome you all to the 12th Annual General Meeting of the shareholders of Ascendis Health Limited. In terms of Article 25.1 of the company's MOI, I'm chairing the meeting in my capacity as Chairman of the Board of Directors. We have a quorum present and I, therefore, declare this meeting properly constituted. Notice of this meeting has been given in terms of the MOI, and note that no apologies have been received. In terms of the company's MOI, as Chairman, I've determined that all voting on resolutions will be done by way of poll through ballot. For purposes of the poll, I nominate a representative of the Transfer Secretaries, Computershare, present at this meeting to act as scrutineers. All shareholders who are eligible to vote have received a valid paper from Computershare. Shareholders may have submitted their votes via proxy prior to this meeting. Please, for shareholders intending to vote, [ send ] a completed and signed ballot paper back to Computershare via e-mail to [email protected] for counting. Voting can be performed at any time during the meeting until I close the voting on the resolutions. I will allow any questions pursuant to the motions to be discussed after I have tabled all the resolutions on the agenda. Number two, notice of the meeting. Notice of this meeting has been given in terms of the MOI and the Companies Act. Number three, minutes of the previous Annual General meeting. Minutes of the Annual General Meeting 2023 have been confirmed by the Board of Directors. We shall now proceed with the business of the meeting. Presentation of annual financial statements. I move that the summarized consolidated annual financial statements of the company and its subsidiaries for the year ending June 30, 2024, be taken as read. Are there any questions in relation to the annual financial statements? Please post your questions now as they will be addressed once all the resolutions have been read. No questions will be allowed after it has been closed. Presentation of the Audit Committee report. I move that the Audit and Risk Committee report contained at Pages 8 to 13 of the company's annual financial statements for the year ending June 30, 2024, be taken as read. Are there any questions in relation to the Audit Committee report? Please post your questions now as they will be addressed once all the resolutions have been read. No questions will be allowed after it has been closed. Presentation of the Social, Ethics and Transformation Committee report. I move that the Social, Ethics and Transformation Committee report contained at Pages 41 to 44 of the company's integrated annual report for 2024 be taken as read. Are there any questions in relation to the Social, Ethics and Transformation Committee report? Please post your questions now as they will be addressed once all the resolutions have been read. No questions will be allowed after it has been closed. I will now deal with each of the resolutions in turn. Ordinary resolution number one, appointment of auditors. Next item on the agenda is to approve the appointment of Nexia SAB&T as auditors of the company for the ensuing year, and to note that the individual registered auditor who will undertake the audit is Sunette Prinsloo. The Audit and Risk Committee has recommended that the firm be appointed for the ensuing period. I now propose that the firm Nexia SAB&T be appointed as the company's auditor for the ensuing year. Will you please now complete your ballot voting in respect of ordinary resolution number one. [Voting]

I will now hand over to the company's Secretary, Joseph Fine, to propose ordinary resolution number two.

Thank you, [ Jane ]. Ordinary resolution number 2.1, the reelection of retiring Non-Executive Director, Bharti Harie. The next item on the agenda is the reelection of Bharti Harie, an independent, nonexecutive director in accordance with the company's MOI, as the director of the company. Mrs. Harie, being eligible, offers herself for reelection, and the Board has evaluated the performance of Mrs. Harie and recommends and supports her reelection. I now propose that Bharti Harie be reelected as a director. Information in relation to Mrs. Harie may be found in NHI to the notice of this AGM. Will you now please complete your ballot voting in respect of ordinary resolution number 2.1. I will now hand over to the Chairman of the Board, Bharti Harie, to propose the remainder of the ordinary and special resolutions.

Thank you, Joe. The next item on the agenda, so ordinary resolution number 2, reelection of retiring Executive Director, Theunis de Bruyn. The next item on the agenda is the reelection of Theunis de Bruyn, an Independent Non-Executive Director in accordance with the company's MOI, as the director of the company. Mr. de Bruyn, being eligible, offers himself for reelection. The board has evaluated the performance of Mr. de Bruyn and recommends and supports his reelection. I now propose that Theunis de Bruyn be reelected as director. Information in relation to Mr. de Bruyn may be found in Annexure A to the notice to this AGM. Will you now please complete your ballot voting in respect of ordinary resolution number 2.2. Ordinary resolution number 3, confirmation of the appointment of nonexecutive Director, Hendrik Ackermann Nolte or HA Nolte. Next item on this agenda is the confirmation of the appointment of Hendrik Ackermann Nolte as an independent Non-Executive Director of the company. The Board appointed Mr. Nolte as an independent non-Executive director of the company on March 19, 2024, and this appointment is required to be confirmed by the shareholders in accordance with the company's MOI. The Board has evaluated the performance of Mr. Nolte and recommend and supports the confirmation of his appointment. I now propose that Hendrik Ackermann Nolte's appointment as a director be confirmed. Information in relation to Mr. Nolte may be found in Annexure A to the notice to this AGM. Will you now please complete your ballot voting in respect of ordinary resolution number 3. Ordinary resolution numbers 4.1 to 4.3, election of members of the Audit and Risk Committee. Please note, these are 4 -- these are 3 separate resolutions to be processed and voted on separately. In terms of the Companies Act 71 of 2008, as amended the Companies Act, at each AGM an Audit Committee comprising at least 3 members, who are all independent non-excessive directors must be elected. It is proposed that Amaresh Chetty, Dr. Karsten Wellner and Hendrik Ackermann Nolte, subject to the passing of ordinary resolution number 3, be appointed as members of the Audit and Risk Committee of the company and be elected for the next year. The election of each member of the Audit and Risk Committee will be voted on as one vote on each line of your voting sheet. Information in relation to the members may be found in Annexure A to the notice to this AGM. I now propose that Amaresh Chetty, Karsten Wellner and Hendrik Ackermann Nolte be elected as members of the Audit and Risk Committee. Will you now please complete your electronic voting in respect to ordinary resolution 4.1, 4.2 and 4.3. Ordinary resolution number 5, general authority to issue shares for cash. The next item on the agenda is to resolve that a maximum amount of 187,724,961 ordinary shares in the company, which represents 29.9% of the ordinary shares in issue, less treasury shares as of the date of this meeting, be placed at the disposal and under the control of the directors subject to and until the next Annual General Meeting of the company. They are hereby authorized and empowered, subject to the provisions of the Companies Act, the MOI of the company and the JSE Listings Requirement to allot, issue and otherwise dispose of such shares to such person or persons on such terms and conditions and at such times as the directors may from time to time in their discretion deem fit, provided that this resolution shall not authorize the directors to effect an issue of shares for cash as contemplated in the Listings Requirements. The directors recommend that shareholders approve this resolution in order to enable the company the flexibility to take advantage of business opportunities that may arise in the future and create additional value for shareholders. I now propose that the directors be granted with general but restricted authority to issue shares of the company. Will you now please complete your ballot voting in respect of ordinary resolution number 5. Ordinary resolution number 6, endorsement of the Ascendis remuneration policy. The next item is to resolve, by way of a nonbinding vote, that the company's remuneration policy, excluding the remuneration of independent nonexecutive directors for their services as directors, be endorsed. This policy can be found on Page 34 of the company's integrated annual report for FY '24. I propose the company's remuneration policy be endorsed. Will you now please complete your ballot voting in respect of ordinary resolution number 6. We now move on to ordinary resolution number 7, endorsement of the Ascendis remuneration implementation report. The next item is to resolve by way of a nonbinding vote that the company's remuneration policy, excluding the remuneration of the independent nonexecutive directors for their services as directors, be endorsed. This policy can be found on Page 38 of the company's integrated annual report for financial year 2024. I propose that the company's remuneration implementation report be endorsed. Please complete your electronic voting in respect of ordinary resolution 7. The Board commits that in the event that either the remuneration policy or the remuneration implementation report are voted against by 24% or more of the votes exercised, that in this instance, it shall provide for the following in the SENS announcement on the AGM voting results. Number one, an invitation to dissenting shareholders to engage with the company; and secondly, the manner and timing of such engagement. Special resolution number 1, approval of nonexecutive directors remuneration. In terms of Section 66.8 of the Companies Act, the company may pay remuneration to its directors for their services as directors. Section 66.9 requires the remuneration to be paid in accordance with a special resolution approved by shareholders within the 2 previous years. The proposed fee base for the year-ended June 30, 2025, reflects the smaller size of the group, which results in no increase in fees per position from the 2024 financial year. The effect of the special resolution is that nonexecutive directors will be entitled to fees to be paid for the year ended June 30, 2025, and which comprises an annual fee based on the role fulfilled by each director. The proposed fees are set out on Page 39 of the company's integrated annual report for the financial year 2024 and Page 4 of the notice of this AGM. I move that the special resolution be taken as read. I now propose that the special resolution number 1, as set out in the notice convening this meeting, be approved and adopted. Will you now please complete your ballot voting in respect of special resolution number 1. Special resolution number 2, approval of financial assistance in terms of Section 44 of The Act. In terms of Section 44.3 of the Act, the company may at any time and from time to time during the period of 2 years commencing on the date of a special resolution passed by shareholders, to provide any person with financial assistance for the purpose of or in connection with the subscription of any option or any securities issued or to be issued by the company or a related or interrelated party, or the purchase of any securities of the company or a related or interrelated company. The directors recommend that shareholders vote in favor of this special resolution in order to allow the company to operate efficiently in terms of raising capital, transacting and managing its intracompany financial structure. I move that special resolution number 2 and the reason for the special resolution, as set out in the notice convening the meeting, be taken as read. I now propose that the special resolution number 2, as set out in the notice convening this meeting, be approved and adopted. Will you now please complete your electronic voting in respect of special resolution number 2. Special resolution number 3, approval of financial assistance in terms of Section 45 of the Act. In terms of Section 45(3)(a)(ii) of the Act, the Board of Directors of the company may not authorize any financial assistance unless pursuant to a special resolution of the shareholders adopted within the 2 previous years, either as a general or specific authority. As part of the normal conduct of the business of the group, the company and its subsidiaries are periodically required to provide financial assistance as understood in terms of Section 45 of the Act, to any of the present or future subsidiaries and/or to any related or interrelated company or operation. In line with the recommendation of special resolution number 2, the directors recommend that shareholders vote in favor of this special resolution in order to allow the company to operate efficiently in terms of raising capital, transacting and managing its intercompany financial structure. I move that the special resolution number 2 -- number 3, and the reason for the special resolution are set out in the notice convening this meeting be taken as read. I now propose that special resolution number 3, as set out in the notice convening this meeting, be approved and adopted. Will you now please complete your electronic voting in respect of special resolution number 3. Special resolution number 4, amendment of the company's MOI. The final item to resolve today is the amendment of the company's MOI by the insertion of the words, if required in terms of the JSE Listing Requirements, at the beginning of Clause 6.8.2 of the MOI. The purpose of the amendment is to align the company's MOI with the JSE Listing Requirements that apply to companies, forming part of the JSE's general segment, specifically the automatic annual rolling general authority to issue shares for cash representing up to 10% of the issued share capital. I now propose that special resolution number 4, as set out in the notice convening this meeting, be approved and adopted. Will you now please complete your electronic voting in respect of special resolution number 4. Finally, to transact any other business that may be transacted at the Annual General Meeting. Last item on the agenda is to transact any other business that may be transacted at an Annual General Meeting. Notice has not been received of any other item or items to the agenda. This therefore concludes the matters upon which we are required to vote. I will now allow any questions pursuant to the resolutions as tabled at today's Annual General Meeting to be discussed before closing the voting. Joe, are there any questions that have been raised?

No. No questions have been raised.

Okay. Excellent. Thank you. I will now close the voting, and the results will be shown shortly. Thank you. We will note that all resolutions have been passed with very good vote. And as such, I'll close the meeting. As all the business on the agenda has been dealt with, I declare the meeting closed, and thank you all for your attendance. Thank you, and goodbye.