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')
29 July 2022
ANNOUNCEMENT OF THE 2022 ANNUAL GENERAL MEETING POLL RESULTS
Mediclinic announces that at its annual general meeting ('AGM') held on 28 July 2022, 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 |
596,970,568 |
80.97% |
596,967,610 |
100.00% |
2,958 |
0.00% |
1,159,715 |
| 2 |
To approve the Directors' Remuneration Report |
598,012,431 |
81.11% |
589,896,604 |
98.64% |
8,115,827 |
1.36% |
117,852 |
| 3. |
To approve the Directors' Remuneration Policy |
598,012,550 |
81.11% |
569,202,418 |
95.18% |
28,810,132 |
4.82% |
117,733 |
| 4. |
To approve the Mediclinic International plc 2022 Omnibus Share Plan |
598,010,573 |
81.11% |
573,537,947 |
95.91% |
24,472,626 |
4.09% |
119,710 |
| 5. |
To Declare a final cash dividend of 3.00 pence per Ordinary share |
598,014,831 |
81.11% |
597,924,068 |
99.98% |
90,763 |
0.02% |
115,452 |
| 6. |
To elect Natalia Barsegiyan as a director |
598,014,131 |
81.11% |
597,690,478 |
99.95% |
323,653 |
0.05% |
116,152 |
| 7. |
To elect Zarina Bassa as a director |
598,014,131 |
81.11% |
592,837,220 |
99.13% |
5,176,911 |
0.87% |
116,152 |
| 8. |
To re-elect Dame Inga Beale as a director |
598,007,131 |
81.11% |
575,287,610 |
96.20% |
22,719,521 |
3.80% |
123,152 |
| 9. |
To re-elect Dr Ronnie van der Merwe as a director |
598,014,131 |
81.11% |
594,837,854 |
99.47% |
3,176,277 |
0.53% |
116,152 |
| 10. |
To re-elect Mr Jurgens Myburgh as a director |
598,012,731 |
81.11% |
596,892,792 |
99.81% |
1,119,939 |
0.19% |
117,552 |
| 11. |
To re-elect Dr Felicity Harvey as a director |
598,013,056 |
81.11% |
594,931,716 |
99.48% |
3,081,340 |
0.52% |
117,227 |
| 12. |
To re-elect Dr Muhadditha Al Hashimi as a director |
598,014,156 |
81.11% |
597,020,547 |
99.83% |
993,609 |
0.17% |
116,127 |
| 13. |
To re-elect Mr Jannie Durand as a director |
598,014,455 |
81.11% |
578,345,293 |
96.71% |
19,669,162 |
3.29% |
115,828 |
| 14. |
To re-elect Mr Danie Meintjes as a director |
598,014,876 |
81.11% |
577,405,360 |
96.55% |
20,609,516 |
3.45% |
115,407 |
| 15. |
To re-elect Dr Anja Oswald as a Director |
598,013,056 |
81.11% |
594,929,929 |
99.48% |
3,083,127 |
0.52% |
117,227 |
| 16. |
To re-elect Mr Tom Singer as a director |
598,013,056 |
81.11% |
596,945,928 |
99.82% |
1,067,128 |
0.18% |
117,227 |
| 17. |
To re-elect Mr Steve Weiner as a director |
598,013,056 |
81.11% |
596,945,928 |
99.82% |
1,067,128 |
0.18% |
117,227 |
| 18. |
To re-appoint PricewaterhouseCoopers LLP as the Company's auditor |
598,015,580 |
81.12% |
590,295,042 |
98.71% |
7,720,538 |
1.29% |
114,703 |
| 19. |
To authorise the Audit and Risk Committee to determine the auditor's remuneration |
598,014,245 |
81.11% |
597,986,286 |
100.00% |
27,959 |
0.00% |
116,038 |
| 20. |
To authorise political donations |
597,929,253 |
81.10% |
498,464,252 |
83.37% |
99,465,001 |
16.63% |
201,030 |
| 21. |
To authorise the directors to allot ordinary shares |
598,012,401 |
81.11% |
457,826,531 |
76.56% |
140,185,870 |
23.44% |
117,882 |
|
|
Special resolutions
|
|
|
|
|
|
|
|
| 22. |
To authorise the directors to dis-apply statutory pre-emption rights |
597,972,551 |
81.11% |
542,361,185 |
90.70% |
55,611,366 |
9.30% |
157,732 |
| 23. |
To authorise the directors to dis-apply pre-emption rights for purposes of acquisitions or capital investments |
597,972,101 |
81.11% |
543,889,553 |
90.96% |
54,082,548 |
9.04% |
158,182 |
| 24. |
To approve the reduction in minimum notice period for general meetings (other than annual general meetings) |
598,013,838 |
81.11% |
571,047,986 |
95.49% |
26,965,852 |
4.51% |
116,445 |
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 |
| 6. |
To elect Natalia Barsegiyan as a director |
269,516,243 |
65.94% |
269,192,590 |
99.88% |
323,653 |
0.12% |
116,152 |
| 7. |
To elect Zarina Bassa as a director |
269,516,243 |
65.94% |
264,339,332 |
98.08% |
5,176,911 |
1.92% |
116,152 |
| 8. |
To re-elect Dame Inga Beale as a director |
269,509,243 |
65.94% |
246,789,722 |
91.57% |
22,719,521 |
8.43% |
123,152 |
| 11. |
To re-elect Dr Felicity Harvey as a director |
269,515,168 |
65.94% |
266,433,828 |
98.86% |
3,081,340 |
1.14% |
117,227 |
| 12. |
To re-elect Dr Muhadditha Al Hashimi as a director |
269,516,268 |
65.94% |
268,522,659 |
99.63% |
993,609 |
0.37% |
116,127 |
| 15. |
To re-elect Dr Anja Oswald as a Director |
269,515,168 |
65.94% |
266,432,041 |
98.86% |
3,083,127 |
1.14% |
117,227 |
| 16. |
To re-elect Mr Tom Singer as a director |
269,515,168 |
65.94% |
268,448,040 |
99.60% |
1,067,128 |
0.40% |
117,227 |
| 17. |
To re-elect Mr Steve Weiner as a director |
269,515,168 |
65.94% |
268,448,040 |
99.60% |
1,067,128 |
0.40% |
117,227 |
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 28 July 2022 was 737 243 810 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 6, 7, 8, 11, 12,15, 16 and 17) 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 21 was passed with a majority of 76.56%, as in previous years, a number of our shareholders opposed this resolution.
The views of all shareholders are important to the Board. The Company will reflect carefully on the feedback already received on this matter and continue to engage with shareholders, to ensure its understanding of their views and 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 21 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 has been submitted to the National Storage Mechanism and is 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 Middle East.
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 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case clinics and 22 outpatient clinics. The Swiss operations included 17 hospitals and four day case clinics with around 1 900 inpatient beds; Southern Africa operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two mental health facilities and 14 day case clinics (four of which operated by Intercare) across South Africa, and around 8 650 inpatient beds; and the Middle East operated seven hospitals, two day case clinics and 22 outpatient clinics with around 1 000 inpatient beds in the UAE. In addition, under management contract the Middle East will open a 200-bed hospital in the Kingdom of Saudi Arabia in 2023.
The Company's primary listing is on the London Stock Exchange ('LSE') in the United Kingdom ('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 UK and listed on the LSE.
For further information, please contact:
Company Secretary, Link Company Matters Limited
Caroline Emmet
+44 (0)333 300 1930
Investor queries
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, UK
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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