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Announcement of the 2021 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”)
28 July 2021
ANNOUNCEMENT OF THE 2021 ANNUAL GENERAL MEETING POLL RESULTS
Mediclinic announces that at its annual general meeting (“AGM”) held on 27 July 2021, 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
Company’s annual
accounts and reports 667 565 118 90.55% 667 559 483 100.00% 5 635 0.00% 499 627
2 To approve the Directors’
Remuneration Report 667 830 071 90.58% 649 003 589 97.18% 18 826 482 2.82% 234 674
3. To elect Mr Steve Weiner
as a director 667 829 927 90.58% 667 659 971 99.97% 169 956 0.03% 234 818
4. To re-elect Dame Inga
Beale as a director 667 829 927 90.58% 667 647 423 99.97% 182 504 0.03% 234 818
5. To re-elect Dr Ronnie
van der Merwe as a
director 667 829 927 90.58% 667 238 556 99.91% 591 371 0.09% 234 818
6. To re-elect Mr Jurgens
Myburgh as a director 667 829 927 90.58% 667 524 108 99.95% 305 819 0.05% 234 818
7. To re-elect Mr Alan
Grieve as a director 667 828 971 90.58% 667 259 291 99.91% 569 680 0.09% 235 774
8. To re-elect Dr
Muhadditha Al Hashimi
as a director 667 829 671 90.58% 667 658 508 99.97% 171 163 0.03% 235 074
9. To re-elect Mr Jannie
Durand as a director 667 829 926 90.58% 642 538 343 96.21% 25 291 583 3.79% 234 819
10. To re-elect Dr Felicity
Harvey as a director 667 829 927 90.58% 667 259 550 99.91% 570 377 0.09% 234 818
11. To re-elect Mr Danie
Meintjes as a director 667 829 671 90.58% 650 797 104 97.45% 17 032 567 2.55% 235 074
12. To re-elect Dr Anja
Oswald as a Director 667 829 927 90.58% 667 259 550 99.91% 570 377 0.09% 234 818
13. To re-elect Mr Trevor
Petersen as a director 667 829 927 90.58% 667 377 501 99.93% 452 426 0.07% 234 818
14. To re-elect Mr Tom
Singer as a director 667 829 927 90.58% 667 658 761 99.97% 171 166 0.03% 234 818
15. To re-appoint
PricewaterhouseCoopers
LLP as the Company’s
auditor 667 829 267 90.58% 662 327 424 99.18% 5 501 843 0.82% 235 478
16. To authorise the Audit
and Risk Committee to
determine the auditor’s
remuneration 667 830 127 90.58% 667 422 090 99.94% 408 037 0.06% 234 618
17. To authorise political
donations 667 826 024 90.58% 552 878 546 82.79% 114 947 478 17.21% 238 721
18. To authorise the directors
to allot ordinary shares 667 829 911 90.58% 531 586 682 79.60% 136 243 229 20.40% 234 834
Special resolutions
19. To authorise the directors
to dis-apply statutory
pre-emption rights 667 828 162 90.58% 546 934 805 81.90% 120 893 357 18.10% 236 583
20. To authorise the directors
to dis-apply pre-emption
rights for purposes of
acquisitions or capital
investments 667 828 412 90.58% 553 250 080 82.84% 114 578 332 17.16% 236 333
21. To approve the reduction
in minimum notice period
for general meetings
(other than annual
general meetings) 667 705 486 90.57% 632 190 749 94.68% 35 514 737 5.32% 359 259
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
3. To elect Mr Steve Weiner
as a director 339 332 039 83.02% 339 162 083 99.95% 169 956 0.05% 234 818
4. To re-elect Dame Inga as
a director 339 332 039 83.02% 339 149 535 99.95% 182 504 0.05% 234 818
7. To re-elect Mr Alan
Grieve as a Director 339 331 083 83.02% 338 761 403 99.83% 569 680 0.17% 235 774
8. To re-elect Dr
Muhadditha Al Hashimi
as a director 339 331 783 83.02% 339 160 620 99.95% 171 163 0.05% 235 074
10. To re-elect Dr Felicity
Harvey as a director 339 332 039 83.02% 338 761 662 99.83% 570 377 0.17% 234 818
12. To re-elect Dr Anja
Oswald as a director 339 332 039 83.02% 338 761 662 99.83% 570 377 0.17% 234 818
13. To re-elect Mr Trevor
Petersen as a director 339 332 039 83.02% 338 879 613 99.87% 452 426 0.13% 234 818
14. To re-elect Mr Tom
Singer as a director 339 332 039 83.02% 339 160 873 99.95% 171 166 0.05% 234 818
Notes:
1. Any proxy appointments giving discretion to the Chair 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 27 July 2021 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 (“Listing Rules”), each resolution to elect an independent non-executive director
(Resolutions 3, 4, 7, 8, 10, 12, 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 79.60%, a number of our shareholders opposed
this resolution.
The views of all shareholders are important to Mediclinic. The Company will reflect carefully on the feedback already
received and continue to engage with shareholders, to gain a greater understanding of the reasons for their views.
Mediclinic will publish an update on that engagement within six months of the AGM. In the interim, the Board notes that, 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 (“LSE”), 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 the Group’s South African
institutional investors understand the Company’s position but some operate under mandates that do not allow them to
support this level of flexibility. Mediclinic will continue to engage with its 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.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM is being submitted
to the National Storage Mechanism and will shortly be available for inspection at :
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 https://investor.mediclinic.com/regulatory -news.
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 31 March 2021, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 18 day case
clinics and 18 outpatient clinics. Hirslanden operated 17 hospitals and four day case clinics in Switzerland with more than
1 900 inpatient beds; Mediclinic Southern Africa operations included 50 hospitals (three of which in Namibia), five sub -acute
hospitals, two mental health facilities and 12 day case clinics (four of which operated by Intercare) across South Africa, and
around 8 600 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. In addition, under management contracts, Mediclinic Middle East
operates one hospital in Abu Dhabi and will open a 200-bed hospital in the Kingdom of Saudi Arabia in mid-2022.
The Company’s primary listing is on the LSE in the UK, with secondary listings on the JSE in South Afric a 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)333 300 1930
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 – United Kingdom
+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
Date: 28-07-2021 08:00:00
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