Full Press Release Details
Notice to convene Annual General Meeting 2018
Notice is hereby given that the annual general meeting of Ascendis Pharma A/S (the Company ) will be held on:
May 29th, 2018 at 2:00 pm CET
The annual general meeting will be held at:
Mazanti-Andersen Kors Jensen, Amaliegade 10, DK-1256 Copenhagen K, Denmark
The agenda for the annual general meeting is as follows:
The Board of Directors proposes that attorney-at-law Lars L thjohan Jensen is elected as chairman of the general meeting.
Chairman of the Board, Michael Wolff Jensen, and/or
Chief Executive Officer, Jan M ller Mikkelsen will report on the Company s activities for the year ended December 31, 2017.
The Board of Directors recommends that the audited annual report will be adopted and that a resolution will be passed to discharge the Board of
Directors and Management from liability.
Board of Directors proposes that the consolidated loss for the year of EUR 123.9 million be carried forward to next year through recognition in accumulated deficit.
Members of Class II of the Board of Directors
are up for election. Pursuant to article 10 of the Articles of Association, board members shall be elected in accordance with the following rules:
The board of directors shall with respect to the duration of the term which they severally hold office be classified into two classes as nearly equal
in number as possible. Such classes shall originally consist of one class of directors ( Class I ) who shall be elected at the annual general meeting held in 2015 for a term expiring at the annual general meeting to be held 2017; and
a second class of directors
( Class II ) who shall be elected at the annual general meeting held in 2015 for a term expiring at the annual general meeting to be held in 2016. The shareholders shall increase
or decrease the number of directors, in order to ensure that the two classes shall be as nearly equal in number as possible; provided, however, that no decrease shall have the effect of shortening the term of any other director. At each annual
general meeting beginning in 2016, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual general meeting held in the second year following the year of their
Currently, the Board of Directors is composed of the following:
Class I, with a term expiring at the annual general meeting to be held in 2019: James I. Healy, Jan M ller Mikkelsen, Michael
Wolff Jensen and Lisa Morrison.
Class II, with a term expiring at this annual general meeting in 2018: Albert Cha, Martin Olin,
Jonathan T. Silverstein and Birgitte Volck. It is noted that Jonathan T. Silverstein has informed the Board of Directors that he does not stand for reelection.
The board of directors proposes that the following persons are elected for Class II for a term expiring at the annual general meeting to be held in 2020:
Albert Cha (reelection for Class II)
(reelection for Class II)
Marin Olin (reelection for Class II)
so that, if so decided by the shareholders, the board of directors will consists of the following:
Class I, with a term expiring at the annual general meeting to be held in 2019:
Jan M ller Mikkelsen
Michael Wolff Jensen
Class II, with a term expiring at the annual general meeting to be held in 2020:
All current board members in Class II except
for Jonathan T. Silverstein have accepted to stand for reelection in accordance with the above. Information about the current board members is available on the Company s website www.ascendispharma.com.
The Board of Directors proposes that Deloitte
Statsautoriseret Revisionspartnerselskab be re-appointed as the Company s auditor.
The Board of Directors proposes to amend the Articles of Association by renewing the authorisation to the Board of Directors to issue warrants.
The Board of Directors specifically proposes:
following wording is inserted as a new section 4g in the Articles of Association:
The Board of Directors is authorized, in accordance with the
Danish Companies Act, Section 169, cf. Section 155, Subsection 2, during the period until 28 May 2023 on one or more occasions to issue warrants to members of the Board of Directors, Executive Management and employees, advisors and
consultants of the Company or its subsidiaries entitling the holder to subscribe shares for a total of up to nominal value of DKK 4,000,000 without pre-emptive rights for the Company s shareholders. The
exercise price for the warrants shall be determined by the Board of Directors in consultation with the Company s advisors and shall equal at least to the market price of the shares at the time of issuance. The Board of Directors shall determine
the terms for the warrants issued and the distribution hereof.
At the same time, the Board of Directors is authorized in the period until 28 May
2023, on one or more occasions to increase the Company s share capital by up to a total nominal value of DKK 4,000,000 without pre-emptive rights for the existing shareholders by cash payment in order to implement the capital increase related
to exercise of the warrants. In accordance with this clause the Board of Directors may increase the share capital with a minimum nominal value of DKK 1 and a maximum nominal value of DKK 4,000,000. The board is authorized to cause such shares to be
deposited with a depositary bank and the simultaneous issuance of American Depositary Shares.
The new shares issued based on exercise of warrants
shall be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company s shareholder register. The new shares shall not have any restrictions as to their transferability and no shareholder
shall be obliged to have the shares redeemed fully or partly. The shares shall be with the same rights as the existing share capital. The new shares shall give rights to dividends and other rights in the Company from the time which is determined by
the Board of Directors in connection with the decision to increase the share capital.
(2) that any remaining warrants that the board is authorized to issue under existing authorization in section 4a of the Articles of Association shall be
considered as exhausted.
The Board of Directors specifically proposes that the following wording is inserted in the existing authorisation
to issue warrants in section 4a in the Articles of Association:
This authorisation to issue warrants shall be considered as fully exhausted with
the consequence that the Board of Directors cannot issue any new warrants per section 4a with effect from 29 May 2018. For clarity, any warrants issued per this section 4a shall remain in full force and effect as per the terms determined by the
Board of Directors in connection with such grant of warrants.
The adoption of the proposal to amend the Articles of Association proposed in item 7 of the agenda requires a majority in favor of the proposed resolution of
at least two thirds of both the votes cast and of the voting share capital represented at the general meeting. The remaining proposals are adopted by a simple majority of the votes cast.
The Company s nominal share capital currently amounts to DKK 41,581,215 consisting of 41,581,215 shares of DKK 1 nominal value. At the general meeting,
each share amount of DKK 1 nominal value carries one vote.
Information: The following information is available at the Company s
website www.ascendispharma.com as of May 01, 2018.
The convening notice will also be forwarded in writing to all
shareholders recorded in the register of owners who have requested such notification.
Shareholders can ask questions to the Company in writing regarding
the agenda and/or the documents prepared for the general meeting.
A shareholder s right to attend general meetings and to vote at general meetings
is determined on the basis of the shares that the shareholder owns on the registration date. The registration date is May 22, 2018. The shares which the individual shareholder owns are calculated on the registration date on the basis of the
registration of ownership in the Register of Owners as well as notifications concerning ownership which the company has received with a view to update the ownership in the Register of Owners.
In addition, any shareholder who is entitled to attend a general meeting and who wishes to attend must have requested an admission card from the Company as
Language: The meeting will be conducted in English according to section 7 of the Articles of Association.
Shareholders, proxies and any accompanying adviser must have an admission card to attend the general meeting. Admission cards may be ordered on the
Company s website, www.ascendispharma.com or on the website of Computershare A/S, www.computershare.dk.
Admission cards must be
ordered no later than May 28, 2018 at 12.00 a.m. (CET).
Proxy: For the general meeting, shareholders may vote by proxy by presenting
an instrument of proxy, duly signed and dated. Proxy forms can be downloaded from the website of the Company, www.ascendispharma.com, and must be forwarded to Computershare A/S, Lottenborgsvej 26 D, 1st floor, DK-2800 Kgs. Lyngby, Denmark, by mail or by fax no. + 45 45 46 09 98. Computershare must receive completed proxy forms no later than Monday,
May 28, 2018 at 12.00 a.m. (CET).
Proxies may also be granted electronically on the Company s website, www.ascendispharma.com, or on the
website of Computershare A/S, www.computershare.dk, by using a Computershare username and password. Usernames and passwords will be sent to all shareholders by email. Electronic proxies must be granted no later than Monday, May 28, 2018
at 12.00 a.m. (CET).
Voting by mail: Shareholders may instead of voting in person at the ordinary general meeting choose to vote
by mail, i.e. voting in writing prior to the general meeting. Any shareholder who chooses to vote by mail shall send the absentee vote to Computershare A/S, Lottenborgsvej 26 D, 1st floor, DK-2800 Kgs. Lyngby, Denmark, by mail or by fax no. + 45 45 46 09 98.
Electronic voting: It is also possible to vote electronically on the website of Computershare A/S,
www.computershare.dk, by using Computershare username and password.
In order to stay valid, the absentee vote must be received by Computershare
A/S no later than May 28, 2018 at 12.00 a.m. (CET). Absentee voting forms can also be downloaded from the website of the Company, www.ascendispharma.com. Please note that an absentee vote cannot be withdrawn.
Please note that letters may be in the mail for several days.
Hellerup, May 01, 2018
of the Board of Directors
Michael Wolff Jensen