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MEDICLINIC INTERNATIONAL PLC - Posting of annual report and financial statements, notice of annual general meeting and proxy form

Release Date: 19/06/2020 17:00
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Posting of annual report and financial statements, notice of annual general meeting and proxy form

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
(“Mediclinic”, or the “Company”, or the “Group”)

19 June 2020

POSTING OF ANNUAL REPORT AND FINANCIAL STATEMENTS, NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

Mediclinic announces that its Annual Report and Financial Statements in respect of the financial
year ended 31 March 2020 (“2020 Annual Report”) is being posted to shareholders today, together
with the notice of annual general meeting (“AGM”) (the ”Notice”) and the Form of Proxy in relation
to the Company’s AGM to be held on Wednesday, 22 July 2020 at 14 Curzon Street, London, W1J
5HN at 16:30 (BST).

In accordance with Listing Rule 9.6.1, the above documents are being submitted to the National
Storage Mechanism and will shortly be available to the public for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The documents are also being made available on the Company's website at www.mediclinic.com
during the course of today. In addition, the Group’s 2020 Clinical Services Report and 2020
Sustainable Development Report is available at https://annualreport.mediclinic.com.

Shareholders should note that, as a result of the COVID-19 pandemic and the current United
Kingdom government restrictions on travel and indoor public gatherings, shareholder attendance at
the Company’s AGM will not be possible this year. Shareholders are therefore encouraged to
appoint the chair of the AGM as their proxy. Further instructions relating to the Form of Proxy are
set out in the Notice.

The Board of Directors recognises the importance of the AGM to shareholders and is keen to
ensure that each is able to exercise his/her right to participate by voting. Details on how to submit
proxy votes by post, online or through CREST, are set out in the Notice.

Registered shareholders may submit their questions to the Board of Directors in advance of the
AGM by sending an email to the Company Secretary at MediclinicInternational@linkgroup.co.uk
and the Company will answer these in due course.

In accordance with DTR 6.3.5 of the FCA’s Disclosure Guidance and Transparency Rules, additional
information is set out in the appendices to this announcement. The information in the Appendix is
extracted from the 2020 Annual Report and should be read in conjunction with the Company’s
preliminary results announcement issued on 2 June 2020 (RNS number 6029O). Together, these
constitute the information required by DTR 6.3.5 to be communicated in full unedited text through a
Regulatory Information Service. This material is not a substitute for reading the full 2020 Annual
Report.

About Mediclinic International plc

Mediclinic is an international private healthcare services group, established in South Africa in 1983,
with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the United Arab
Emirates (“UAE”).

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 1 June 2020, Mediclinic comprised 76 hospitals, eight sub-acute and specialised hospitals, 15
day case clinics and 21 outpatient clinics. Hirslanden operated 17 hospitals, three day case clinics
and three outpatient clinics in Switzerland with more than 1 800 inpatient beds; Mediclinic Southern
Africa operations included 52 hospitals (three of which in Namibia), eight sub-acute and specialised
hospitals and 10 day case clinics (four of which operated by Intercare) across South Africa, and
more than 8 700 inpatient beds; and Mediclinic Middle East operated seven hospitals, two day case
clinics and 18 outpatient clinics with more than 900 inpatient beds in the UAE.

The Company’s primary listing is on the London Stock Exchange (“LSE”) in the United Kingdom,
with secondary listings on the JSE Ltd 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 United Kingdom and listed on the LSE.


For further information, please contact:

Company Secretary, Link Company Matters Limited
Caroline Emmet
+44 (0)20 7954 9548

Investor Relations, Mediclinic International plc
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, United Kingdom
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

APPENDIX

PRINCIPAL RISKS AND UNCERTAINTIES

The Group’s principal risks and uncertainties are detailed below, as extracted from pages 119–123
of the 2020 Annual Report. For further information, please refer to the 2020 Annual Report.

KEY

REFERENCE       RISK CATEGORY                  BUSINESS PROCESSES

A               Strategic and business         •   Strategy formulation and implementation
                environment                    •   Strategic investments and projects
B               Financial and reporting        •   Revenue cycle
                                               •   Procure-to-pay cycle
                                               •   Financial management and control
                                               •   Treasury
                                               •   Health information (including coding)
C               Operational                    •   Infrastructure
                                                   Marketing and corporate communication
                                                   operations
D               Information technology         •   ICT and related projects
E               Regulatory compliance          •   Legal and secretarial
                                               •   Governance, risk and compliance
                                               •   Environmental management
F               Clinical                       •   Clinical
                                               •   Nursing
                                               •   Pharmacy
                                               •   Coding
G               People                         •   Human resources
                                               •   Payroll cycle

PRINCIPAL                MOVEMENT IN             RISK DESCRIPTION                      RISK MITIGATION
RISK                     FY20

1. Pandemics and         Increased               An epidemic occurs when an            •  Effective triage system
infectious diseases                              infectious disease infects many
                         The increasing risk     people rapidly; a pandemic            •  Hospital and business incident
AF                       relates to the COVID-   occurs when it spreads to                response planning
                         19 pandemic.            multiple countries and continents.    •  Central coordination of task
                                                                                          teams and clinical governance
                                                 These risks refer to the Group’s
                                                 ability to respond effectively to     •  Incident monitoring
                                                 the potential adverse clinical,       •  Financial scenario planning
                                                 operational
                                                 and business effects caused by a      •  Communication strategy
                                                 pandemic or infectious disease.
2. Economic and          Increased               These risks relate to the             •  Systems to monitor
business                                         downturn in the general                  developments and trends in the
environment              The global economic     economic and business                    economic and business
                         environment and         environments impacting on the            environments and early
A                        outlook deteriorated.   affordability of healthcare for          warning indicators
                                                 funders and self-paying patients.     •  Proactive monitoring and
                                                                                          negotiation by the Group’s
                                                 The business environment risks           Funder Relations functions
                                                 include the power of funders and      •  Focus on quality and
                                                 the potential negative impact on         continuum of care to reinforce
                                                 tariffs and fees resulting from the      the Group’s market position
                                                 shift of the relative negotiating
                                                 power away from healthcare
                                                 service providers towards
                                                 funders.
3. Regulatory and        Increased               These risks relate to adverse         •  Proactive engagement with
compliance                                       changes in legislation and               stakeholders
                         The increasing risk     regulations impacting on the          •  Health policy units created to
E                        relates to the          Group or where the failure to            conduct research and to
                         continued healthcare    comply with legislation and              provide strategic input into
                         reform and the          regulations may result in losses,        reform processes
                         introduction of new     fines, penalties or damage to         •  Active industry participation
                         regulations.            reputation. The Group is also            across all divisions
                                                 exposed to an increasing              •  Company Secretarial, Legal
                                                 compliance monitoring cost.              and Compliance functions
                                                                                          support operational
                                                 The risks include healthcare             management; monitor
                                                 reform by regulators aimed at            regulatory developments; and,
                                                 reducing the cost of healthcare;         where necessary, obtain expert
                                                 broadening the access to quality         legal advice for the effective
                                                 healthcare; and increasing the           implementation of compliance
                                                 monitoring of quality standards          initiatives
                                                 by regulators.                         • Compliance risks identified and
                                                                                          assessed as part of
                                                                                          compliance management
                                                                                          processes
4. Competition           No change               These risks relate to the              • Proactive monitoring
                                                 uncertainty created by the             • Strategic planning processes
A                        Providers in the        existing and/ or emerging              • Quality and value of care
                         healthcare market       competitors with strong                  processes
                         remain competitive.     strategies.

                                                 The risks include the
                                                 outmigration of care (partly driven
                                                 by further technological
                                                 developments) and the
                                                 development of alternative care
                                                 models.
5. Information           Increased               Information systems security risk      • Comprehensive information
systems security and                             and cyber risk relate to the             systems identity access
cyberattacks             The increased risk      unauthorised access to                   management, change and
                         relates to the          information systems through              physical access controls
D                        continued external      external or internal attack or         • Regular security reviews
                         threats arising from    unauthorised breaches resulting        • Disaster recovery planning
                         cyberattacks and        in the unavailability of systems,      • Group information security and
                         breaches.               failure of data integrity and loss       data privacy policies
                                                 of confidential data.                  • Group ICT security committee
6. Disruptive            Increased               Disruptive innovation and              • Strategic planning processes
innovation and                                   digitalisation risks include the       • Proactive monitoring
digitalisation           The increased           disintermediation and erosion of       • Systems to monitor
                         risk relates to         the Mediclinic business model            developments and trends in the
D                        increased               due to the impact of technological       economic and business
                         demand from clients     development. It refers to the            environments and early
                         and                     extent and speed that new                warning indicators
                         stakeholders            technologies (and combinations
                         for adoption of         thereof) change and transform
                         digital solutions       industries, and to what extent an
                         and innovation.         organisation can exploit these
                                                 opportunities by being responsive
                                                 and innovative, while managing
                                                 associated risks.
7. Availability,         No change               There is a shortage of skilled         • Systems to monitor
recruitment and                                  labour, particularly a shortage of       satisfaction, movement and
retention of skilled     Vacancies and           qualified and experienced nursing        profiles of medical practitioners
resources and            turnover ratios in      employees in Southern Africa.          • Details on the relationship and
medical practitioners    respect of skilled                                               engagement with medical
                         resources and           The availability and support of          practitioners provided in the
G                        medical practitioners   admitting medical practitioners,         2020 Sustainable
                         are expected to         whether independent or                   Development Report
                         remain at similar       employed, are critical to the          • Employment, recruitment and
                         levels to the prior     Group’s services.                        retention strategies explained
                         reporting period.                                                in the 2020 Sustainable
                                                                                          Development Report
                                                                                        • Extensive training and skills
                                                                                          development programme and
                                                                                          foreign recruitment
                                                                                          programme, explained in the
                                                                                          2020 Sustainable
                                                                                          Development Report
8. Business projects     Reduced                 The Group plans to adapt to the        • Effective project governance
                                                 evolving operational and                 practices, methodologies and
A, D                     The risk decreased      regulatory environment and               reporting
                         during the year under   healthcare market. These risks         • Experienced project
                         review.                 refer to issues or occurrences           management teams
                                                 that could interfere with
                                                 successful completion of
                                                 projects, including timelines, cost    • Proactive monitoring and
                                                 and quality.                             oversight

9. Clinical              No change               These risks relate to all clinical     • Refer to the 2020 Clinical
                                                 risks associated with the                Services Report for a detailed
F                        Clinical processes      provision of clinical care resulting     analysis of the strategies to
                         across all divisions    in undesirable clinical outcomes.        manage and monitor clinical
                         remained a key focus                                             risks
                         area for the Group.     Clinical risks are managed daily       • A Group-wide clinical risk
                         Risk exposure           at all facilities. High-priority         register implemented per
                         remained at a           clinical risk areas include patient      division
                         comparable level to     safety culture, adverse obstetric      • Accreditation processes
                         the prior reporting     outcomes, medication errors,           • Clinical governance processes
                         period.                 surgical and procedural adverse        • Monitoring of clinical
                                                 events and multidrug resistant              performance indicators
                                                 organisms.                             • Focus on quality management
                                                 Such risks may also result in            processes
                                                 damage to Mediclinic’s reputation      • Stakeholder engagement and
                                                 and impact on brand equity (1).          disclosure strategies
                                                                                        • Clinical audits
10. Availability and     No change               These risks relate to the cost,        • Long-term planning of capital
cost of capital                                  terms and availability of capital to     requirements and cash-flow
(Including financing     Interest rates are      finance strategic expansion              forecasting
and liquidity risks)     expected to remain      opportunities and/or the               • Scrutiny of cash-generating
                         at comparable levels    refinancing or restructuring of          capacity within the Group
B                        during 2020. Long-      existing debt affected by              • Proactive and long-term
                         term financing          prevailing capital market                agreements with banks and
                         arrangements are in     conditions.                              other funders relating to
                         place.                                                          funding facilities
                                                 All three divisions have recently      • Systems to monitor compliance
                                                 refinanced their debt and,               with requirements of debt
                                                 therefore, maturities are relatively     covenants
                                                 long dated. The nearest term           • Further details on capital risk
                                                 material maturity is a Swiss bond        management and the Group’s
                                                 due in February 2021. An                 borrowings contained in the
                                                 unutilised bank facility is in place     Group financial statements
                                                 to fully repay the bond.
11/ Operations and       No change               Operational risks refer to diverse     • Preservation of a sound
credit                                           types of operational events with a       internal financial control
                         The operational and     potential for financial loss,            environment
B, C                     credit risks did not    operational interruptions or           • Effective operational risk
                         change significantly    reputational damage.                     management processes
                         and remained stable.                                           • Effective monitoring and
                                                 Credit risks relate to possible loss     oversight of operations
                                                 due to a funder’s inability to pay     • Regulated minimum solvency
                                                 the outstanding balance owing;           requirements for funders
                                                 default by banks and/or other          • Monitoring of approved funders
                                                 deposit-taking                         • Group Treasury Policy
                                                 institutions; or the inability to
                                                 recover outstanding amounts due
                                                 from patients.
                                                 Credit risk with respect to trade
                                                 receivables consists mainly of
                                                 medical schemes and insurance
                                                 companies which are required to
                                                 maintain minimum reserve levels.
                                                 In Switzerland and the UAE a
                                                 large part
                                                 of trade receivables are owed by
                                                 cantonal or government-funded
                                                 programmes that support
                                                 healthcare providers with early
                                                 release of payments due to them
                                                 during COVID-19 business
                                                 disruptions.
12. Quality of service   No change               These risks refer to the quality of   • Patient satisfaction surveys
and operational                                  service and the stability of the        (both internal and external)
stability                These risks did not     operations, including:                • Complaints monitoring
                         change significantly                                          • Training programmes and
C                        and remained stable.    •   incidents of poor service or        supervision of service levels
                                                     where operational                 • Emergency backup electricity
                                                     management fails to respond         generation
                                                     effectively to complaints;        • Emergency and disaster
                                                 •   operational interruptions           planning
                                                     which refer to any disruption     • Extensive fire-fighting and
                                                     of the facility and may include     detection systems, including
                                                     the threat of disrupted             comprehensive maintenance
                                                     electricity or water supply;        processes
                                                     and                               • Comprehensive insurance
                                                 •   fire and allied perils causing      cover for financial impact of
                                                     damage or business                  potential disasters
                                                     interruption.
13. Business             Reduced                 These risks relate to increased       •   Strategic planning processes
investment and                                   financial exposure due to major       •   Due diligence processes
acquisitions             The investment and      strategic business investments        •   Investment mandates
                         governance              and acquisitions.                     •   Board oversight
A, B                     processes were          They include the sensitivity of the   •   Post-acquisition management
                         strengthened during     assumptions made when capital             processes
                         the year under          is allocated and the effective
                         review.                 implementation of major
                                                 investment decisions.

1    Brand equity refers to the commercial value derived from the consumer perception of the Group’s
     brand names rather than the services provided under those brand names.

     Key
     Increased - Risk exposure has increased due to change in business environment; increased
     investments; increased dependency of operations on IT; information sensitivity; and associated cost.

     Reduced - Proactive and continuous monitoring; favourable results of negotiations; effective
     treasury; and risk management processes have resulted in lowering of risk exposure.

     No change - Risk exposure has remained largely unchanged as the operating and regulatory
     environments have remained stable, and enhanced risk mitigation measures have kept the risk at
     same level.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Statement of Directors’ Responsibilities In Respect of the Financial Statements below is
extracted from page 221 of the 2020 Annual Report. This statement relates solely to the 2020 Annual
Report and is not connected to the information presented in this announcement or the preliminary
results announcement released on 2 June 2020.

The directors are responsible for preparing the annual report and the financial statements in
accordance with applicable legislation and regulations.

The Act requires the directors to prepare financial statements for each financial year. Under the
United Kingdom Companies Act 2006 (the “Act”), the directors have prepared the Group financial
statements and the Company financial statements in accordance with IFRS as adopted by the EU.
Under the Act, the directors must not approve the financial statements unless they are satisfied
that these give a true and fair view of the state of affairs of the Group and Company and of the
profit or loss of the Group and Company for the reporting period. In preparing the financial
statements, the directors are required to:

    •   select suitable accounting policies and then apply them consistently;
    •   state whether applicable IFRS as adopted by the EU have been followed for the Group
        financial statements and for the Company financial statements, subject to any material
        departures disclosed and explained in the financial statements;
    •   make judgements and accounting estimates that are reasonable and prudent; and
    •   prepare the financial statements on the going concern basis unless it is inappropriate to
        presume that the Group and Company will continue in business.

The directors are also responsible for safeguarding the assets of the Group and Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Group and Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable them to ensure that the financial
statements and the Remuneration Committee Report comply with the Act and the Group financial
statements with Article 4 of the IAS Regulation.

The directors are responsible for the maintenance and integrity of the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.

Directors’ Confirmations
The directors consider that this Annual Report, and accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group
and Company’s position and performance, business model and strategy.

Each of the directors, whose names and functions are listed from page 130 of this Annual Report,
confirm that, to the best of their knowledge:

    •   the Company financial statements, which have been prepared in accordance with IFRS as
        adopted by the EU, give a true and fair view of the assets, liabilities, financial position and
        loss of the Company;
    •   the Group financial statements, which have been prepared in accordance with IFRS as
        adopted by the EU, give a true and fair view of the assets, liabilities, financial position and
        loss of the Group; and
    •   the Directors’ Report includes a fair review of the development and performance of the
        business and the position of the Group and Company, together with a description of the
        principal risks and uncertainties that these entities face.

In the case of each director in office at the date the Directors’ Report is approved:
        •       so far as the directors is aware, there is no relevant audit information of which the Group
                and Company’s auditors are unaware; and
        •       they have taken all the steps that they ought to have taken as a director in order to make
                themselves aware of any relevant audit information and to establish that the Group and
                Company’s auditors are aware of that information.

CA van der Merwe                                          PJ Myburgh
Group Chief Executive Officer                             Group Chief Financial Officer
1 June 2020                                               1 June 2020

RELATED PARTY TRANSACTIONS
The following description of related party transactions involving the Company and is subsidiaries
during the financial year ended 31 March 2020 is extracted from page 314 of the 2020 Annual
Report.

36.        RELATED PARTY TRANSACTIONS
           Remgro Ltd owns, through various subsidiaries (Remgro Healthcare (Pty) Ltd, Remgro
           Health Ltd and Remgro Jersey GBP Ltd) 44.56% (2019: 44.56%) of the Company’s issued
           share capital.

           The following transactions were carried out with related parties:
                                                                                                2020          2019
                                                                                                 £’m           £’m


i)         Transactions with shareholders
           Remgro Management Services Ltd (subsidiary of Remgro Ltd)
           Managerial and administration fees                                                    0.4           0.3
           Internal audit services                                                                 -           0.2

           V&R Management Services AG (subsidiary of Remgro Ltd)
           Administration fees1                                                                    -             -

ii)        Key management compensation
           Key management includes the directors (executive and non-executive)
           and members of the Group Executive Committee.
           Salaries and other short-term benefits
           Short-term benefits                                                                     5            6

iii)       Transactions with associates and joint ventures
           Zentrallabor Zürich
           Fees earned                                                                           (1)          (2)
           Purchases                                                                               8           9
           Spire Healthcare Group plc
           Non-executive director fee (2)                                                             -            -

           Wits University Donald Gordon Medical Centre (Pty) Ltd
           Fees paid                                                                             2.3            2

1   In the prior year the amount was less than £0.1m. No administration
    fees were paid in the current year.

2   Amount is less than £0.1m.
    Terms and conditions
    Managerial and administration fees were bought on a cost-plus basis. All
    other transactions were made on normal commercial terms and
    conditions and at market rates.


NOTE 2.1 TO THE CONSOLIDATED FINANCIAL STATEMENTS

For clarification purposes, consistent with the Chief Financial Officer’s Report in the 2020 Annual
Report and the Group’s preliminary results announcement published on 2 June 2020, the cash and
available facilities at the end of May 2020 was around £490m.

Date: 19-06-2020 05:00:00
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