Result of AGM

RNS Number : 6311G

Mediclinic International plc

25 July 2019

 

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 Shares Voted	% of Issued Share Capital Voted	Votes For	%	Votes Against	%	Votes Withheld
	Ordinary Resolutions
1.	To receive the Company's financial statements and the reports of the Directors and auditor	651,940,713	88.43	651,933,735	100.00	6,978	0.00	811,572
2	To approve the Directors' Remuneration Report	639,306,513	86.72	456,707,341	71.44	182,599,172	28.56	13,445,771
3.	To declare a final dividend of 4.70 pence per ordinary share	652,546,926	88.51	652,543,691	100.00	3,235	0.00	205,359
4.	To elect Dr Anja Oswald as a Director	652,548,766	88.51	640,718,620	98.19	11,830,146	1.81	203,519
5.	To re-elect Dr Ronnie van der Merwe as a Director	652,544,766	88.51	651,316,911	99.81	1,227,855	0.19	207,519
6.	To re-elect Mr Jurgens Myburgh as a Director	652,461,766	88.50	650,647,906	99.72	1,813,860	0.28	290,519
7.	To re-elect Dr Edwin Hertzog as a Director	646,065,630	87.63	623,481,653	96.50	22,583,977	3.50	6,686,654
8.	To re-elect Dr Muhadditha Al Hashimi as a Director	652,543,321	88.51	652,442,657	99.98	100,664	0.02	208,964
9.	To re-elect Mr Jannie Durand as a Director	646,065,631	87.63	604,064,308	93.50	42,001,323	6.50	6,686,654
10.	To re-elect Mr Alan Grieve as a Director	646,065,211	87.63	641,261,092	99.26	4,804,119	0.74	6,687,074
11.	To re-elect Dr Felicity Harvey as a Director	652,544,766	88.51	652,447,353	99.99	97,413	0.01	207,519
12.	To re-elect Mr Seamus Keating as a Director	652,544,766	88.51	640,707,466	98.19	11,837,300	1.81	207,519
13.	To re-elect Mr Danie Meintjes as a Director	645,955,026	87.62	642,611,449	99.48	3,343,577	0.52	6,797,258
14.	To re-elect Mr Trevor Petersen as a Director	652,542,691	88.51	639,472,536	98.00	13,070,155	2.00	209,594
15.	To re-appoint PricewaterhouseCoopers LLP as auditor of the Company	652,545,158	88.51	646,028,433	99.00	6,516,725	1.00	207,127
16.	To authorise the Audit and Risk Committee to determine the remuneration of the auditor	652,544,645	88.51	652,259,510	99.96	285,135	0.04	207,640
17.	To authorise the Directors to make political donations	652,428,001	88.50	548,136,283	84.01	104,291,718	15.99	324,284
18.	To authorise the Directors to allot ordinary shares	652,548,147	88.51	514,756,732	78.88	137,791,415	21.12	204,138
	Special Resolutions
19.	To authorise the Directors to dis-apply statutory pre-emption rights	652,544,590	88.51	569,519,112	87.28	83,025,478	12.72	207,695
20.	To authorise the Directors to dis-apply pre-emption rights for purposes of acquisitions or capital investments	652,544,589	88.51	568,339,245	87.10	84,205,344	12.90	207,695
21.	To approve the calling of general meetings on not less than 14 days' clear notice (other than annual general meetings)	652,544,849	88.51	608,821,495	93.30	43,723,354	6.70	207,436

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
4.	To elect Dr Anja Oswald as a Director	324,050,878	79.28	312,220,732	96.35	11,830,146	3.65	203,519
8.	To re-elect Dr Muhadditha Al Hashimi as a Director	324,045,433	79.28	323,944,769	99.97	100,664	0.03	208,964
10.	To re-elect Mr Alan Grieve as a Director	317,567,323	77.69	312,763,204	98.49	4,804,119	1.51	6,687,074
11.	To re-elect Dr Felicity Harvey as a Director	324,046,878	79.28	323,949,465	99.97	97,413	0.03	207,519
12.	To re-elect Mr Seamus Keating as a Director	324,046,878	79.28	312,209,578	96.35	11,837,300	3.65	207,519
14.	To re-elect Mr Trevor Petersen as a Director	324,044,803	79.28	310,974,648	95.97	13,070,155	4.03	209,594

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

[phone]

Investor Relations, Mediclinic International plc

James Arnold, Head of Investor Relations

[e-mail]

[phone]

Media queries

FTI Consulting

Brett Pollard/Debbie Scott - UK

[phone]

Sherryn Schooling - South Africa

[phone]

Registered address: 6^th 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

 

END

 

 

RAGSEEFMLFUSEEW