Full Press Release Details
Notice to convene Annual General Meeting 2024
Notice is hereby given that the annual general meeting of Ascendis Pharma A/S (the Company ) will be held on:
May 30th, 2024 at 2:00 pm CET
meeting will be held at:
Mazanti-Andersen, 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 is
elected as chairman of the general meeting.
Chairman of the Board, Albert Cha, and Chief Executive Officer, Jan M ller Mikkelsen or Chief Legal Officer, Michael Wolff Jensen will report on the
Company s activities for the year ended December 31, 2023.
The Board of Directors recommends that the audited annual report (including Sustainability and P-ESG report) will be
adopted and that a resolution will be passed to discharge the Board of Directors and Management from liability.
The Board of Directors proposes that the consolidated loss for the year of EUR 481.4 million be carried forward to next year through recognition in
accumulated deficit.
Members of the current
Class II of the Board of Directors are up for election. Pursuant to existing 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 election.
Currently, the Board of Directors is composed of the following members:
Class I, with a term expiring at this annual general meeting in 2025: Jan M ller Mikkelsen, Lisa Morrison, William Carl Fairey
Class II, with a term expiring at the annual general meeting to be held in 2024: Albert Cha and Lars
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 2026; however, if the proposal from the Board of Directors under 7.a is adopted, the term will expire at the annual general meeting to be held in 2025:
Albert Cha (reelection for Class II)
(reelection for Class II)
so that, if so decided by the shareholders, the Board of Directors will consist of the following:
Class I, with a term expiring at the annual general meeting to be held in 2025:
Jan M ller Mikkelsen
William Carl Fairey Jr
Class II, with a term expiring at the annual general meeting to be held in 2026; however, if the proposal from the Board of
Directors under 7.a is adopted, the term will expire at the annual general meeting to be held in 2025.
Albert Cha and Lars Holtug 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.
7.a Proposal from the Board of Directors
Directors proposes that the existing structure with two classes of members of the Board of Directors is discontinued and is replaced with a simpler structure under which all members of the board of directors are elected for one year and are up for
election at each annual general meeting in accordance with the Recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance.
The Board of Directors proposes that the change shall take effect immediately, so that, if so decided, all members of the Board of Directors will be up for re-election first time at the annual general meeting to be held in 2025.
Specifically, the board of directors proposes
to replace the existing wording of article 10 of the articles of association in its entirety with the below proposed new wording:
The company shall be governed by the board of directors, consisting of no less than 3 and no more
than 10 board members, elected by the shareholders at the general meeting. The members of the board of directors are elected for a term expiring at the first coming annual general meeting following their election.
Any board member shall retire from the board at the ordinary general meeting following immediately after such member attaining the age of 75.
The board of directors shall elect their chairman from their own number.
The board of directors shall adopt its own Rules of Procedure and ensure that the company conducts its activities in conformity with the articles of
association and the legislation in force at any time.
The chairman shall convene board meetings whenever he finds it necessary, or when any board
member or member of management so requests.
7.b Proposal from the board of directors
The current authorization contained in article 4 d (1) to the board of directors to increase the Company s share capital with pre-emptive subscription rights for the Company s expires 28 May 2024. The board of directors proposes that the authorization is renewed and adopted with the following wording:
The board of directors is until 29 May 2029 authorized at one or more times to increase the company s share capital with up to nominal DKK
9,000,000 with pre-emptive subscription rights for the company s shareholders. Capital increases according to this authorisation shall be carried out by the board of directors by way of cash
contributions. The board of directors is authorised to make the required amendments to the articles of association if the authorization to increase the share capital is used and to cause such shares to be deposited with a depositary bank and the
simultaneous issuance of American Depositary Shares.
Reference is made to the existing article 4 d (3), which shall apply to shares issued pursuant
to above authorization if adopted, and shall remain unchanged with the following wording:
4 d (3) For shares issued pursuant to article 4 d
(1) or 4 d (2) the following shall apply: The new shares shall be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company s register
of shareholders. The new shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares re-deemed fully or partly. No partial payment is allowed. 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 are determined by the board of directors in connection with the decision to
increase the share capital.
7.c Proposal from the board of directors
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 that the following wording is inserted as a new section 4j 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 29 May 2029 on one or more occasions to issue warrants to members of the 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 1,000,000 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 at least be equal 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 29 May 2029, on one or more occasions to increase the Company s share
capital by up to a total nominal value of DKK 1,000,000 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 1,000,000. 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 register of shareholders. 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. No partial payment is allowed. 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.
The proposals contained in items 1-6 may be adopted by a simple majority of the votes cast. The proposals contained in
item 7 may be adopted by a majority of 2/3 of the votes cast and of the voting share capital represented at the general meeting.
nominal share capital currently amounts to DKK 58,224,419 consisting of 58,224,419 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 2, 2024.
The convening notice will also be forwarded in writing to all shareholders recorded in the register of shareholders who have requested such notification.
Shareholders may submit 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 23, 2024. 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 shareholders as well as
notifications concerning ownership which the company has received with a view to update the ownership in the register of shareholders.
shareholder who is entitled to attend a general meeting and who wishes to attend must have requested an admission card from the Company as described below.
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 24, 2024 at 23.59 p.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 May 24, 2024
at 23.59 p.m. (CET).
Proxies may also be granted electronically on the Company s website 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 May 24, 2024 at 23.59 p.m. (CET).