Result of AGM

RNS Number : 6603G

Mediclinic International plc

28 July 2021

 

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 shares voted	% of issued share capital voted	Votes for	%	Votes against	%	Votes withheld
	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 shares voted	% of issued share capital voted	Votes for	%	Votes against	%	Votes withheld
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 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

Caroline Emmet

[phone]

Investor Relations, Mediclinic International plc

James Arnold, Head of Investor Relations

[e-mail]

[phone]

Media queries

FTI Consulting

Ben Atwell/Ciara Martin - United Kingdom

[phone]

Sherryn Schooling - South Africa

[phone]

Registered address: 6^th 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

 

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