Ascendis Health Limited (ASC) Earnings Call Transcript & Summary

Good morning. I welcome you all to the 13th Annual General Meeting of the shareholders of Ascendis Health Limited. In terms of Article 20.5.1 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. I note that no apologies have been received. In terms of the company's MOI, as Chairman, I have 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, being Computershare, present at this meeting to act as scrutineers. All shareholders who are eligible to vote have received a ballot paper from Computershare. Shareholders may have submitted their votes via proxy prior to this meeting. Please, for shareholders intending to vote at this meeting, vote using this ballot and return a completed and signed ballot paper 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 to the motions to be discussed after I have tabled all the resolutions on the agenda. Two, notice of the meeting. Notice of this meeting has been given in terms of the MOI and the Companies Act. Three, minutes of the previous Annual General Meeting. The minutes of the 12th Annual General Meeting held on the 29th of November 2024 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 30 June 2024 -- actually 2025, 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 11 to 14 of the company's annual financial statements for the year ending 30 June 2025, 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 39 to 42 of the company's Integrated Annual Report for 2025 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 1, appointment of auditors. The next item on the agenda is to approve the reappointment 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 re-appointed as the company's auditor for the ensuing year. Will you now please complete your ballot voting in respect of ordinary resolution number 1? Ordinary resolution number 2.1, reelection of retiring Nonexecutive Director, Dr. Karsten Wellner. The next item on the agenda is the reelection of Dr. Karsten Wellner, an Independent Nonexecutive Director, in accordance with the company's MOI, as Director of the company. Dr. Wellner, being eligible, offers himself for reelection. The Board has evaluated the performance of Dr. Wellner and recommends and supports his reelection. I now propose that Dr. Karsten Wellner be reelected as a Director. Information in relation to Dr. Wellner may be found in Annexure A to the notice of this AGM. Will you now please complete your ballot voting in respect of ordinary resolution number 2.1. Ordinary resolution 2.2, re-election of retiring Nonexecutive Director, Amaresh Chetty. The next item on the agenda is the reelection of Amaresh Chetty, an Independent Nonexecutive Director, in accordance with the company's MOI, as a Director of the company. Mr. Chetty being eligible, offers himself for reelection. Board has evaluated the performance of Mr. Chetty and recommends and supports his reelection. I now propose that Amaresh Chetty be reelected as a Director. Information in relation to Mr. Chetty may be found in Annexure A to the notice of this AGM. Will you now please complete your ballot voting in respect of ordinary resolution number 2.2. Ordinary resolution numbers 3.1 to 3.3, election of members of the Audit and Risk Committee. Please note, these are 3 separate resolutions to be processed and voted on separately. In terms of the Companies Act number 71 of 2008 as amended, the Companies Act, at each AGM, an Audit Committee comprising at least 3 members, who are all Independent Nonexecutive Directors, must be elected. It is proposed that Amaresh Chetty, subject to the passing of ordinary resolution number 2.2; Karsten Wellner, subject to the passing of ordinary resolution number 2.1; and Hendrik Ackermann Nolte or Rehann Nolte, be appointed 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 1 vote on each line of your voting sheet. Information in relation to the members may be found in Annexure A to the notice of 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 of ordinary resolutions numbers 3.1, 3.2 and 3.3. I now hand over to Joe Fine for ordinary resolutions numbers 4.1 to 4.3.

Thank you, Chair. Ordinary resolution numbers 4.1 to 4.3, election of members of the Social, Ethics and Transformation Committee. Please note that these are 3 separate resolutions to be processed and voted on separately. In terms of the Companies Act, at each AGM, a Social, Ethics and Transformation Committee comprising at least 3 members must be elected. It is proposed that Dr. Karsten Wellner, subject to the passing of ordinary resolution 2.1; Amaresh Chetty, subject to the passing of ordinary resolution 2.2, and Bharti Harie be appointed as members of the Social, Ethics and Transformation Committee of the company and be elected for the next year. The election of each member of the Social, Ethics and Transformation Committee will be voted on as 1 vote on each line of your voting sheet. Information in relation to the members may be found in Annexure A to the notice of this AGM. I now propose that Dr. Karsten Wellner, Amaresh Chetty and Bharti Harie be elected as members of the Social, Ethics and Transformation Committee. Please now complete your electronic voting in respect of ordinary resolutions 4.1, 4.2 and 4.3. I'll hand back to the Chair.

Thank you, Joe. 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 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 time or 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 a 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 the independent nonexecutive directors for the services as directors be endorsed. This policy can be found on Page 34 of the company's integrated annual report for FY '25. I propose that the company's remuneration policy be endorsed. Will you now please complete your ballot voting in respect of ordinary resolution number 6. 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 32 of the company's integrated annual report for 2025. I propose that the company's remuneration implementation report be endorsed. Please complete your electronic voting in respect of ordinary resolution number 7. The Board commits that in the event that either the remuneration policy or the remuneration implementation report are voted against by 25% 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. Firstly, an invitation to dissenting shareholders to engage with the company; and secondly, the manner and timing of such engagement. Moving on to the special resolutions. 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 that the remuneration be paid in accordance with a special resolution approved by shareholders within the previous 2 years. The proposed base fee for the year ended 30 June 2026, reflects the smaller size of the group, which results in no increase in the fees per position from the 2025 financial year. The effect of the special resolution is that nonexecutive directors will be entitled to fees to be paid for the year ending 2026, and which comprises an annual fee and annual base fee based on the role fulfilled by each director. The proposed fees are set out on Page 5 of the notice of the AGM. I now propose that special resolution number 1 as set out in the notice convening this meeting be approved and adopted. Would 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 the 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 company or for the purchase of any securities of the company or a related or interrelated company. The directors recommend that shareholders vote in favor of the special resolution in order to allow the company to operate efficiently in terms of raising capital, transacting and managing its intercompany financial structure. I now propose that special resolution number 2 as set out in the notice convening this meeting be approved and adopted. Would you now please complete your electronic voting in respect of the 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(3A)(2) 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 previous 2 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 corporation. In line with the recommendation of Special resolution number 2, the directors recommend that shareholders vote in favor of the special resolution in order to allow the company to operate efficiently in terms of raising capital, transacting and managing its intercompany financial structure. 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. Finally, to transact any other business that may be transacted at an Annual General Meeting. Notice has not been received of any other items 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 tabled at today's Annual General Meeting to be discussed before closing. Joe, are there any questions that have been raised pursuant to the resolutions tabled at today's AGM?

Chair, no such questions have been raised.

Thank you. I will now close the voting, and the results will be shown shortly. We have a unanimous vote for all of the resolutions. As all the business on the agenda has been dealt with, I declare the meeting closed, and thank you all for your attendance. Many thanks, and goodbye.