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Announcement of the 2022 Annual General Meeting poll results
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
South African income tax number: 9432434182
(‘Mediclinic‘, the ’Company‘, or the ’Group’)
29 July 2022
ANNOUNCEMENT OF THE 2022 ANNUAL GENERAL MEETING POLL RESULTS
Mediclinic announces that at its annual general meeting (‘AGM’) held on 28 July 2022, all resolutions set out in the notice
of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each
resolution were as follows:
Total % of Votes for % Votes % Votes
shares issued against withheld
voted share
capital
voted
Ordinary resolutions
1. To receive the 596,970,568 80.97% 596,967,610 100.00% 2,958 0.00% 1,159,715
Company’s annual
accounts and reports
2 To approve the Directors’ 598,012,431 81.11% 589,896,604 98.64% 8,115,827 1.36% 117,852
Remuneration Report
3. To approve the Directors’ 598,012,550 81.11% 569,202,418 95.18% 28,810,132 4.82% 117,733
Remuneration Policy
4. To approve the 598,010,573 81.11% 573,537,947 95.91% 24,472,626 4.09% 119,710
Mediclinic International
plc 2022 Omnibus Share
Plan
5. To Declare a final cash 598,014,831 81.11% 597,924,068 99.98% 90,763 0.02% 115,452
dividend of 3.00 pence
per Ordinary share
6. To elect Natalia 598,014,131 81.11% 597,690,478 99.95% 323,653 0.05% 116,152
Barsegiyan as a director
7. To elect Zarina Bassa as 598,014,131 81.11% 592,837,220 99.13% 5,176,911 0.87% 116,152
a director
8. To re-elect Dame Inga 598,007,131 81.11% 575,287,610 96.20% 22,719,521 3.80% 123,152
Beale as a director
9. To re-elect Dr Ronnie 598,014,131 81.11% 594,837,854 99.47% 3,176,277 0.53% 116,152
van der Merwe as a
director
10. To re-elect Mr Jurgens 598,012,731 81.11% 596,892,792 99.81% 1,119,939 0.19% 117,552
Myburgh as a director
11. To re-elect Dr Felicity 598,013,056 81.11% 594,931,716 99.48% 3,081,340 0.52% 117,227
Harvey as a director
Total % of Votes for % Votes % Votes
shares issued against withheld
voted share
capital
voted
12. To re-elect Dr 598,014,156 81.11% 597,020,547 99.83% 993,609 0.17% 116,127
Muhadditha Al Hashimi
as a director
13. To re-elect Mr Jannie 598,014,455 81.11% 578,345,293 96.71% 19,669,162 3.29% 115,828
Durand as a director
14. To re-elect Mr Danie 598,014,876 81.11% 577,405,360 96.55% 20,609,516 3.45% 115,407
Meintjes as a director
15. To re-elect Dr Anja 598,013,056 81.11% 594,929,929 99.48% 3,083,127 0.52% 117,227
Oswald as a Director
16. To re-elect Mr Tom 598,013,056 81.11% 596,945,928 99.82% 1,067,128 0.18% 117,227
Singer as a director
17. To re-elect Mr Steve 598,013,056 81.11% 596,945,928 99.82% 1,067,128 0.18% 117,227
Weiner as a director
18. To re-appoint 598,015,580 81.12% 590,295,042 98.71% 7,720,538 1.29% 114,703
PricewaterhouseCoopers
LLP as the Company’s
auditor
19. To authorise the Audit 598,014,245 81.11% 597,986,286 100.00% 27,959 0.00% 116,038
and Risk Committee to
determine the auditor’s
remuneration
20. To authorise political 597,929,253 81.10% 498,464,252 83.37% 99,465,001 16.63% 201,030
donations
21. To authorise the directors 598,012,401 81.11% 457,826,531 76.56% 140,185,870 23.44% 117,882
to allot ordinary shares
Special resolutions
22. To authorise the directors 597,972,551 81.11% 542,361,185 90.70% 55,611,366 9.30% 157,732
to dis-apply statutory
pre-emption rights
23. To authorise the directors 597,972,101 81.11% 543,889,553 90.96% 54,082,548 9.04% 158,182
to dis-apply pre-emption
rights for purposes of
acquisitions or capital
investments
24. To approve the reduction 598,013,838 81.11% 571,047,986 95.49% 26,965,852 4.51% 116,445
in minimum notice period
for general meetings
(other than annual
general meetings)
Votes of shareholders excluding the controlling shareholder on election and re-election of independent non-
executive directors
Ordinary Resolutions Total % of Votes for % Votes % Votes
shares issued against withheld
voted share
capital
voted
6. To elect Natalia 269,516,243 65.94% 269,192,590 99.88% 323,653 0.12% 116,152
Barsegiyan as a
director
7. To elect Zarina Bassa 269,516,243 65.94% 264,339,332 98.08% 5,176,911 1.92% 116,152
as a director
8. To re-elect Dame Inga 269,509,243 65.94% 246,789,722 91.57% 22,719,521 8.43% 123,152
Beale as a director
11. To re-elect Dr Felicity 269,515,168 65.94% 266,433,828 98.86% 3,081,340 1.14% 117,227
Harvey as a director
12. To re-elect Dr 269,516,268 65.94% 268,522,659 99.63% 993,609 0.37% 116,127
Muhadditha Al Hashimi
as a director
15. To re-elect Dr Anja 269,515,168 65.94% 266,432,041 98.86% 3,083,127 1.14% 117,227
Oswald as a Director
16. To re-elect Mr Tom 269,515,168 65.94% 268,448,040 99.60% 1,067,128 0.40% 117,227
Singer as a director
17. To re-elect Mr Steve 269,515,168 65.94% 268,448,040 99.60% 1,067,128 0.40% 117,227
Weiner as a director
Notes:
1. Any proxy appointments giving discretion to the Chair of the meeting have been included in the "For" total.
2. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a
resolution.
3. The Company's total ordinary shares in issue (total voting rights) as at 28 July 2022 was 737 243 810 shares
of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.
4. As the Company has a controlling shareholder, Remgro Limited, as defined in the Financial Conduct
Authority's Listing Rules (‘Listing Rules’), each resolution to elect an independent non-executive director
(Resolutions 6, 7, 8, 11, 12,15, 16 and 17) have under Listing Rule 9.2.2E been approved by a majority of
the votes cast by: (a) the shareholders of the Company as a whole; and (b) the independent shareholders of
the Company, that is, all the shareholders entitled to vote on each resolution, excluding the controlling
shareholder.
Statement regarding voting results
The Board notes that while Resolution 21 was passed with a majority of 76.56%, as in previous years, a number of our
shareholders opposed this resolution.
The views of all shareholders are important to the Board. The Company will reflect carefully on the feedback already
received on this matter and continue to engage with shareholders, to ensure its understanding of their views and Mediclinic
will publish an update on that engagement within six months of the AGM.
In the interim, the Board notes that, the voting outcome on Resolution 21 reflects the prevailing institutional voting policies
in South Africa. As a company with a primary premium listing on the London Stock Exchange (‘LSE’), the Board considers
it appropriate to seek authorities in line with the UK Investment Association’s Share Capital Management Guidelines, which
provide the Company with greater flexibility to respond to market developments and business opportunities as they arise.
Many of the Group’s South African institutional investors understand the Company’s position but some operate under
mandates that do not allow them to support this level of flexibility. Mediclinic will continue to engage with its South African
shareholders on this topic; however in view of the marked differences between UK and South African market practice in
this area, it is likely that there will continue to be significant votes against this resolution.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM has been submitted
to the National Storage Mechanism and is available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The complete poll results and details of proxy votes lodged before the AGM will be available shortly on the Investor Relations
section of the Company’s website at https://investor.mediclinic.com/regulatory-news.
About Mediclinic International plc
Mediclinic is a diversified international private healthcare services group, established in South Africa in 1983, with divisions
in Switzerland, Southern Africa (South Africa and Namibia) and the Middle East.
The Group's core purpose is to enhance the quality of life.
Its vision is to be the partner of choice that people trust for all their healthcare needs.
Mediclinic is focused on providing specialist-orientated, multi-disciplinary services across the continuum of care in such a
way that the Group will be regarded as the most respected and trusted provider of healthcare services by patients, medical
practitioners, funders and regulators of healthcare in each of its markets.
At 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case
clinics and 22 outpatient clinics. The Swiss operations included 17 hospitals and four day case clinics with around 1 900
inpatient beds; Southern Africa operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two
mental health facilities and 14 day case clinics (four of which operated by Intercare) across South Africa, and around 8 650
inpatient beds; and the Middle East operated seven hospitals, two day case clinics and 22 outpatient clinics with around 1
000 inpatient beds in the UAE. In addition, under management contract the Middle East will open a 200-bed hospital in the
Kingdom of Saudi Arabia in 2023.
The Company's primary listing is on the London Stock Exchange ('LSE') in the United Kingdom ('UK'), with secondary
listings on the JSE in South Africa and the Namibian Stock Exchange in Namibia.
Mediclinic also holds a 29.9% interest in Spire Healthcare Group plc, a leading private healthcare group based in the UK
and listed on the LSE.
For further information, please contact:
Company Secretary, Link Company Matters Limited
Caroline Emmet
+44 (0)333 300 1930
Investor queries
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Ben Atwell/Ciara Martin - UK
+44 (0)20 3727 1000
Sherryn Schooling - South Africa
+27 (0)21 487 9000
Registered address: 6th Floor, 65 Gresham Street, London, EC2V 7NQ, UK
Website: www.mediclinic.com
Corporate broker (United Kingdom): Morgan Stanley & Co International plc and UBS Investment Bank
JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd
Date: 29-07-2022 08:00:00
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