To view the PDF file, sign up for a MySharenet subscription.

MEDICLINIC INTERNATIONAL PLC - Announcement of the 2021 annual general meeting poll results

Release Date: 28/07/2021 08:00
Code(s): MEI     PDF:  
Wrap Text
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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story