To view the PDF file, sign up for a MySharenet subscription.

MEDICLINIC INTERNATIONAL PLC - Results of annual general meeting

Release Date: 21/07/2016 07:05
Code(s): MEI     PDF:  
Wrap Text
Results of annual general meeting

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
(the “Company”)

20 July 2016

                                                         RESULTS OF ANNUAL GENERAL MEETING

Mediclinic International plc announces that at its Annual General Meeting (“AGM”) held today, 20 July 2016, 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:

                                       VOTES FOR            %            VOTES             %              VOTES              TOTAL            % OF
                                                                         AGAINST                          WITHHELD           SHARES           ISSUED
                                                                                                                             VOTED            SHARE
                                                                                                                                              CAPITAL
                                                                                                                                              VOTED
ORDINARY RESOLUTIONS
1. To receive the financial
statements and the reports of
the Directors and the auditor
for the year ended 31 March
2016                                   622,578,350        99.98%          118,999           0.02%         449,397       622,697,349         84.46%

2. To approve the Directors’
Remuneration Report
(excluding the Directors’
Remuneration Policy) for the
year ended 31 March 2016               529,410,739        85.02%       93,301,901         14.98%          434,105       622,712,640         84.46%

3. To declare a final cash
dividend for the year ended 31
March 2016 of 5.24 pence per           622,181,842        99.91%          530,799           0.09%         434,105       622,712,641         84.46%
ordinary share

4. To re-elect Seamus Keating
as a director                          621,545,846   99.83%    1,080,481   0.17%   520,419   622,626,327   84.45%

5. To re-elect Ian Tyler as a
director                               620,766,418   99.70%    1,859,909   0.30%   520,419   622,626,327   84.45%

6. To elect Danie Meintjes as a
director                               622,506,327   99.98%     120,000    0.02%   520,419   622,626,327   84.45%

7. To elect Dr Edwin Hertzog as
a director                             606,743,026   97.47%   15,763,826   2.53%   639,894   622,506,852   84.44%

8. To elect Jannie Durand as a
director                               598,046,117   96.05%   24,580,210   3.95%   520,419   622,626,327   84.45%

9. To elect Alan Grieve as a
director                               622,329,442   99.95%     296,885    0.05%   520,419   622,626,327   84.45%

10. To elect Prof Dr Robert Leu
as a director                          622,362,567   99.96%     263,760    0.04%   520,419   622,626,327   84.45%

11. To elect Nandi Mandela as
a director                             622,388,141   99.96%     238,186    0.04%   520,419   622,626,327   84.45%

12. To elect Trevor Petersen as
a director                             622,362,567   99.96%     263,760    0.04%   520,419   622,626,327   84.45%

13. To elect Desmond Smith as
a director                             622,337,759   99.95%     288,568    0.05%   520,419   622,626,327   84.45%

14. To re-appoint
PricewaterhouseCoopers LLP
as auditor of the Company              574,655,724   92.36%   47,546,434   7.64%   944,588   622,202,158   84.40%

15. To authorise the Audit and
Risk Committee to determine            621,802,562   99.85%     910,079    0.15%   434,105   622,712,641   84.46%
the auditor’s remuneration
16. To authorise the Directors
to make political donations            544,268,640   87.70%    76,313,109   12.30%   2,564,997   620,581,749   84.18%

17. To authorise the Directors
to allot shares pursuant to
Section 551 of the Companies
Act 2006                               548,493,075   88.24%    73,119,381   11.76%   1,534,290   621,612,456   84.32%

SPECIAL RESOLUTIONS

18. To authorise the Directors
to dis-apply the statutory pre-
emption rights pursuant to
Sections 570 and 573 of the
Companies Act 2006                     577,260,101   92.86%    44,352,355   7.14%    1,534,290   621,612,456   84.32%

19. To authorise the Directors
to dis-apply statutory pre-
emption rights for the purposes
of acquisitions or capital
investments pursuant to
Sections 570 and 573 of the
Companies Act 2006                     595,435,231   95.79%    26,177,225   4.21%    1,534,290   621,612,456   84.32%

20. To authorise the Company
to purchase the Company’s
own subscriber shares at a
price of 10 pence per share            620,952,073   99.99%       40,684    0.01%    2,153,989   620,992,757   84.23%

21. To approve the amendment
of the Articles of Association of
the Company regarding
Dividend Access Trusts                 620,989,723   100.00%       3,034    0.00%    2,153,989   620,992,757   84.23%

22. To approve the calling of a
general meeting other than an          593,537,738   95.58%    27,455,019   4.42%    2,153,989   620,992,757   84.23%
annual general meeting on not
less than 14 clear days’ notice



VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON ELECTION OR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE
DIRECTORS

ORDINARY RESOLUTIONS                    VOTES FOR           %            VOTES            %               VOTES          TOTAL          % OF
                                                                       AGAINST                         WITHHELD         SHARES         ISSUED
                                                                                                                         VOTED          SHARE
                                                                                                                                      CAPITAL
                                                                                                                                        VOTED
4. To re-elect Seamus Keating
as a director                          292,953,028        99.63%        1,080,481           0.37%        520,419    294,033,509       39.88%

5. To re-elect Ian Tyler as a
director                               292,173,600        99.37%        1,859,909           0.63%        520,419    294,033,509       39.88%

9. To elect Alan Grieve as a
director                               293,736,624        99.90%          296,885           0.10%        520,419    294,033,509       84.45%

10. To elect Prof Dr Robert Leu
as a director                          293,769,749        99.91%          263,760           0.09%        520,419    294,033,509       39.88%

11. To elect Nandi Mandela as a
director                               293,795,323        99.92%          238,186           0.08%        520,419    294,033,509       39.88%

12. To elect Trevor Petersen as
a director                             293,769,749        99.91%          263,760           0.09%        520,419    294,033,509       39.88%

13. To elect Desmond Smith as
a director                             293,744,941        99.90%          288,568           0.10%        520,419    294,033,509       39.88%


Notes:

Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" total.
A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

The Company's total ordinary shares in issue (total voting rights) as at 20 July 2016 was 737,243,810 ordinary shares of 10 pence each. Ordinary shareholders are
entitled to one vote per ordinary share held.

Remgro Limited is regarded as a controlling shareholder of the Company for the purposes of the LSE Listing Rules, and each resolution to elect or re-elect an
independent non-executive director (resolutions 4, 5 and 9 to 13) have under LSE Listing Rule 9.2.2E been approved by a majority of the votes cast by:
(i) the shareholders of the Company as a whole; and
(ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism
and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

The complete poll results (inclusive of proxy votes lodged before the AGM) will be available shortly on the Company’s website at: www.mediclinic.com.

Registered address: 1st Floor, 40 Dukes Place, London, EC3A 7NH, United Kingdom
Website: www.mediclinic.com
JSE sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor: Simonis Storm Securities (Pty) Ltd

Enquiries:

Victoria Dalby (Company Secretary), Capita Company Secretarial Services Limited
+44 (0) 20 7954 9600
victoria.dalby@capita.co.uk

Aarti Iyer, Bell Pottinger
+44 (0)20 3772 2468
aiyer@bellpottinger.com

Date: 21/07/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story