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Announcement of the 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")
25 July 2019
Announcement of the annual general meeting poll results
Mediclinic announces that at its Annual General Meeting ("AGM") held on 24 July 2019, 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 651,940,713 88.43 651,933,735 100.00 6,978 0.00 811,572
Company's financial
statements and the
reports of the Directors
and auditor
2. To approve the Directors' 639,306,513 86.72 456,707,341 71.44 182,599,172 28.56 13,445,771
Remuneration Report
3. To declare a final 652,546,926 88.51 652,543,691 100.00 3,235 0.00 205,359
dividend of 4.70 pence
per ordinary share
4. To elect Dr Anja Oswald 652,548,766 88.51 640,718,620 98.19 11,830,146 1.81 203,519
as a Director
5. To re-elect Dr Ronnie 652,544,766 88.51 651,316,911 99.81 1,227,855 0.19 207,519
van der Merwe as a
Director
6. To re-elect Mr Jurgens 652,461,766 88.50 650,647,906 99.72 1,813,860 0.28 290,519
Myburgh as a Director
7. To re-elect Dr Edwin 646,065,630 87.63 623,481,653 96.50 22,583,977 3.50 6,686,654
Hertzog as a Director
8. To re-elect Dr 652,543,321 88.51 652,442,657 99.98 100,664 0.02 208,964
Muhadditha Al Hashimi
as a Director
9. To re-elect Mr Jannie 646,065,631 87.63 604,064,308 93.50 42,001,323 6.50 6,686,654
Durand as a Director
10. To re-elect Mr Alan 646,065,211 87.63 641,261,092 99.26 4,804,119 0.74 6,687,074
Grieve as a Director
11. To re-elect Dr Felicity 652,544,766 88.51 652,447,353 99.99 97,413 0.01 207,519
Harvey as a Director
12. To re-elect Mr Seamus 652,544,766 88.51 640,707,466 98.19 11,837,300 1.81 207,519
Keating as a Director
13. To re-elect Mr Danie 645,955,026 87.62 642,611,449 99.48 3,343,577 0.52 6,797,258
Meintjes as a Director
14. To re-elect Mr Trevor 652,542,691 88.51 639,472,536 98.00 13,070,155 2.00 209,594
Petersen as a Director
15. To re-appoint 652,545,158 88.51 646,028,433 99.00 6,516,725 1.00 207,127
PricewaterhouseCoopers
LLP as auditor of the
Company
16. To authorise the Audit 652,544,645 88.51 652,259,510 99.96 285,135 0.04 207,640
and Risk Committee to
determine the
remuneration of the
auditor
17. To authorise the 652,428,001 88.50 548,136,283 84.01 104,291,718 15.99 324,284
Directors to make
political donations
18. To authorise the 652,548,147 88.51 514,756,732 78.88 137,791,415 21.12 204,138
Directors to allot ordinary
shares
Special Resolutions
19. To authorise the 652,544,590 88.51 569,519,112 87.28 83,025,478 12.72 207,695
Directors to dis-apply
statutory pre-emption
rights
20. To authorise the 652,544,589 88.51 568,339,245 87.10 84,205,344 12.90 207,695
Directors to dis-apply
pre-emption rights for
purposes of acquisitions
or capital investments
21. To approve the calling of 652,544,849 88.51 608,821,495 93.30 43,723,354 6.70 207,436
general meetings on not
less than 14 days' clear
notice (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
4. To elect Dr Anja Oswald 324,050,878 79.28 312,220,732 96.35 11,830,146 3.65 203,519
as a Director
8. To re-elect Dr 324,045,433 79.28 323,944,769 99.97 100,664 0.03 208,964
Muhadditha Al Hashimi
as a Director
10. To re-elect Mr Alan 317,567,323 77.69 312,763,204 98.49 4,804,119 1.51 6,687,074
Grieve as a Director
11. To re-elect Dr Felicity 324,046,878 79.28 323,949,465 99.97 97,413 0.03 207,519
Harvey as a Director
12. To re-elect Mr Seamus 324,046,878 79.28 312,209,578 96.35 11,837,300 3.65 207,519
Keating as a Director
14. To re-elect Mr Trevor 324,044,803 79.28 310,974,648 95.97 13,070,155 4.03 209,594
Petersen as a Director
Notes:
1. Any proxy appointments giving discretion to the Chairman 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 24 July 2019 was
737 243 810 ordinary 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, each resolution to elect an independent non-executive
director (Resolutions 4, 8, 10 to 12 and 14) 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 Resolutions 2 and 18 were passed with a majority of 71.44% and 78.88%
respectively, a number of our shareholders opposed these resolutions.
The views of all shareholders are important to us and we are disappointed in this outcome. We will
reflect carefully on the different feedback already received and continue to engage with shareholders
on this important issue, to understand more fully the reasons for their position.
We will publish an update on that engagement within six months of the AGM. In the meantime, the
Board notes that as indicated in our 2019 Annual Report, we expect to seek shareholder approval
for a new Directors' Remuneration Policy at our AGM in 2020 in line with the normal cycle for renewal
and taking into consideration investors’ feedback.
Additionally, the voting outcome on Resolution 18 reflects the prevailing institutional voting policies
in South Africa. As a company with a primary premium listing on the London Stock Exchange, 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 our South African
institutional investors understand the Company’s position but they operate under mandates that do
not allow them to support this level of flexibility. We will continue to engage with our 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 (and, as a consequence, the resolutions regarding the disapplication of pre-emption
rights).
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the
meeting 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 and details of proxy votes lodged before the AGM will be available shortly
on the Investor Relations section of the Company’s website at http://ir.mediclinic.com.
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.
The Group's core purpose is to enhance the quality of life by way of appropriate healthcare services.
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.
Mediclinic comprises 77 hospitals, five sub-acute hospitals, 13 day case clinics and 21 outpatient
clinics. Hirslanden operates 18 hospitals, two day case clinics and three outpatient clinics in
Switzerland with more than 1 900 inpatient beds; Mediclinic Southern Africa operates 52 hospitals,
five sub-acute hospitals and 9 day case clinics with more than 8 500 inpatient beds; and Mediclinic
Middle East operates seven hospitals, two day case clinics and 21 outpatient clinics with more than
900 inpatient beds in the United Arab Emirates.
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
Jayne Meacham / Caroline Emmet
+44 (0)20 7954 9569
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Brett Pollard/Debbie Scott - 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
Joint corporate brokers: Morgan Stanley & Co International plc and UBS Investment Bank
JSE Ltd sponsor: Rand Merchant Bank (A division of FirstRand Bank Ltd)
NSX sponsor: Simonis Storm Securities (Pty) Ltd
Date: 25/07/2019 08:00:00
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