Full Press Release Details
Notice to Convene Annual General Meeting 2026
Notice is hereby given that the annual general meeting of Ascendis Pharma A/S (the "Company") will be held on:
March 23, 2026 at 2:00 p.m. 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 be
elected as chair of the general meeting.
of the board of directors, Albert Cha, 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, 2025.
The board of directors recommends that the audited
annual report (including Sustainability and P-ESG report) be adopted and that a resolution 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 228 million be carried forward to next year through recognition in accumulated deficit.
All members of the board of directors are up for election.
Currently, the board of directors is composed of the following members:
Jan M ller Mikkelsen
William Carl Fairey Jr
The board of directors proposes that all of the current members of the board of directors listed above be re-elected.
Additionally, the board of directors proposes that Jean-Jacques Bienaim is elected as a new non-executive
member of the board of directors.
All the listed candidates have accepted to stand for election in accordance with the above. Information about the
current board members and Jean-Jacques Bienaim is available on the Company's website https://investors.ascendispharma.com/.
The board of directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be appointed as the Company's auditor in respect of
statutory financial and sustainability reporting.
7.a Proposal from the board of directors
directors proposes that the following authorization be adopted:
The Board of Directors is authorized, in accordance with the Danish Companies Act,
Section 198, during the period until 22 March 2031 on one or more occasions to purchase shares of up to a total nominal value DKK 1,000,000 or American Depositary Shares representing a corresponding number of shares in the Company as
treasury shares. The minimum price per share shall be DKK 1 and the maximum price per share shall not exceed the market price. The proposed authorization shall be in addition to the authorizations granted by the shareholders at the annual general
meetings held in 2021 and 2023, respectively. It is noted that the authorization granted at the general meeting in 2021 will expire in May 2026.
The proposals contained in
items 1, 3-7 may be adopted by a simple majority of the votes cast.
The Company's nominal share capital
currently amounts to DKK 61,990,252 consisting of 61,990,252 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 February 23, 2026.
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 vote at general meetings is determined on the
basis of the shares that the shareholder owns on the registration date. The registration date is March 16, 2026. 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 updating the ownership in the register of shareholders.
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 advisers 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 March 19, 2026 at 11.59 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. Computershare must receive completed proxy forms no later than March 19, 2026 at 11.59 p.m. (CET).
Proxies may also be granted electronically on the Company's website 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 March 19, 2026 at 11.59 p.m. (CET).
Voting by mail: Shareholders may-instead of voting in person at the annual 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.
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, whether sent by mail or made electronically, must be received by
Computershare A/S no later than March 19, 2026 at 11.59 p.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 or weeks.
Hellerup, February 23, 2026
On behalf of the board of directors