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MEDICLINIC INTERNATIONAL PLC - Announcement of the annual general meeting poll results

Release Date: 25/07/2019 08:00
Code(s): MEI     PDF:  
 
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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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