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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
(“Mediclinic”, or the “Company”, or the “Group”)
23 July 2020
ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING POLL RESULTS
Mediclinic announces that at its Annual General Meeting (“AGM”), held on 22 July 2020 in accordance with the arrangements set out in the Notice of AGM (the
“Notice”), all resolutions set out in the Notice were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each
resolution are set out below.
Results of poll
Total % of Issued
Shares Share Capital Votes Votes
Voted Voted(3) Votes For(1) % Against % Withheld(2)
Ordinary Resolutions
1. To receive the Company’s financial statements and the 651 029 501 88.31 650 973 436 99.99 56 065 0.01 765 665
reports of the directors and auditor
2. To approve the Directors’ Remuneration Report 649 411 121 88.09 644 127 734 99.19 5 283 387 0.81 2 384 045
3. To approve the Directors’ Remuneration Policy 651 380 968 88.35 633 886 281 97.31 17 494 687 2.69 414 198
4. To elect Dame Inga Beale as a director 651 404 426 88.36 651 387 915 100.00 16 511 0.00 390 741
5. To elect Mr Tom Singer as a director 651 404 426 88.36 650 720 860 99.90 683 566 0.10 390 741
6. To re-elect Dr Ronnie van der Merwe as a director 651 409 511 88.36 650 544 510 99.87 865 001 0.13 385 656
7. To re-elect Mr Jurgens Myburgh as a director 651 405 217 88.36 650 346 872 99.84 1 058 345 0.16 389 950
8. To re-elect Mr Alan Grieve as a director 651 405 241 88.36 650 718 418 99.89 686 823 0.11 389 926
9. To re-elect Dr Muhadditha Al Hashimi as a director 651 408 721 88.36 650 760 951 99.90 647 770 0.10 386 446
10. To re-elect Mr Jannie Durand as a director 651 405 784 88.36 615 278 225 94.45 36 127 559 5.55 389 383
11. To re-elect Dr Felicity Harvey as a director 651 405 217 88.36 650 754 844 99.90 650 373 0.10 389 950
12. To re-elect Mr Danie Meintjes as a director 651 405 661 88.36 642 412 072 98.62 8 993 589 1.38 389 506
13. To re-elect Dr Anja Oswald as a director 651 409 091 88.36 650 761 951 99.90 647 140 0.10 386 076
14. To re-elect Mr Trevor Petersen as a director 651 409 090 88.36 642 489 636 98.63 8 919 454 1.37 386 076
15. To re-appoint PricewaterhouseCoopers LLP as auditor of 651 405 420 88.36 648 862 581 99.61 2 542 839 0.39 389 747
the Company
16. To authorise the Audit and Risk Committee to determine 651 405 369 88.36 651 393 310 100.00 12 059 0.00 389 798
the remuneration of the auditor
17. To authorise the directors to make political donations 651 424 227 88.36 544 059 407 83.52 107 364 820 16.48 370 940
18. To authorise the directors to allot ordinary shares 651 422 134 88.36 518 848 733 79.65 132 573 401 20.35 373 033
Special Resolutions
19. To authorise the directors to dis-apply statutory 651 402 291 88.36 535 602 120 82.22 115 800 171 17.78 392 876
pre-emption rights
20. To authorise the directors to dis-apply pre-emption 651 402 432 88.36 551 523 823 84.67 99 878 609 15.33 392 734
rights for purposes of acquisitions or capital
investments
21. To approve the calling of general meetings on not less 651 420 376 88.36 607 406 150 93.24 44 014 226 6.76 374 791
than 14 days’ clear notice (other than AGMs)
22. To adopt the new Articles of Association of the Company 651 382 529 88.35 651 229 816 99.98 152 713 0.02 412 638
Votes of shareholders excluding the controlling shareholder, Remgro Limited(4), on the election and re-election of independent non-executive directors
Ordinary Resolutions Total % of Issued Votes For(1) % Votes % Votes
Shares Share Capital Against Withheld(2)
Voted Voted(3)
4. To elect Dame Inga Beale as a director 322 906 538 79.00 322 890 027 99.99 16 511 0.01 390 741
5. To elect Mr Tom Singer as a director 322 906 538 79.00 322 222 972 99.79 683 566 0.21 390 741
8. To re-elect Mr Alan Grieve as a director 322 907 353 79.00 322 220 530 99.79 686 823 0.21 389 926
9. To re-elect Dr Muhadditha Al Hashimi as a director 322 910 833 79.00 322 263 063 99.80 647 770 0.20 386 446
11. To re-elect Dr Felicity Harvey as a director 322 907 329 79.00 322 256 956 99.80 650 373 0.20 389 950
13. To re-elect Dr Anja Oswald as a director 322 911 203 79.00 322 264 063 99.80 647 140 0.20 386 076
14. To re-elect Mr Trevor Petersen as a director 322 911 202 79.00 313 991 748 97.24 8 919 454 2.76 386 076
Notes:
1.Any proxy appointments giving discretion to the Chair of the AGM 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 22 July 2020 was 737 243 810 ordinary shares of 10 pence each. Ordinary shareholders
are entitled to one vote per ordinary share held. In the table showing votes of shareholders on the election and re-election of independent non-executive directors,
the percentage of issued capital voted has been calculated excluding the shares of the controlling shareholder, Remgro Limited.
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, 5, 8, 9, 11, 13 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 Resolution 18 was passed with a majority of 79.65%, a number of our shareholders opposed that resolution. The Board notes that
the voting outcome reflects the differing market practice between the United Kingdom (“UK”) and South Africa, where shareholders in the latter jurisdiction
usually approve more restricted levels of authority to issue shares and prefer to vote on the proposed allotments of shares on a case-by-case basis. The
Company has consulted regularly with its larger international shareholders on this matter. Many operate under policies that do not permit the UK standard level
of authority to be supported, although a number do understand the Company’s position. As Mediclinic is a UK premium-listed company, the Board considers it
appropriate to seek authorities in line with the UK’s Investment Association’s Share Capital Management Guidelines to: (a) allow the Company to respond to
market developments; and (b) enable allotments to take place to finance business opportunities as they arise. The views of all shareholders are important to
Mediclinic and the Board will continue to engage with international shareholders on this topic and will publish an update on shareholder engagement within six
months of the AGM, as required by the UK Corporate Governance Code. However, as the voting outcome reflects the difficulty in balancing the expectations of
different markets, it is likely that there will continue to be significant votes against this resolution.
A copy of the special resolutions and certain ordinary resolutions affecting the Company’s constitution which were passed at the meeting will shortly be submitted
to the National Storage Mechanism in accordance with paragraph 9.6.2 of the Listing Rules. In addition, the Company will submit to the National Storage
Mechanism a copy of its Articles of Association dated 22 July 2020 in accordance with paragraph 9.2.6E of the Listing Rules. These documents will be available
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 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 July 2020, Mediclinic comprised 76 hospitals, eight sub-acute and specialised hospitals, 15 day case clinics and 18 outpatient clinics. Hirslanden operated
17 hospitals and three day case 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 UK, 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 UK 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 (UK): 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: 23-07-2020 08:00:00
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