16 June 2021
Medica Group Plc
Result of Annual General Meeting
Medica Group PLC (LSE:MGP, "Medica" or the "Company"), the UK and Ireland market leader in the provision of teleradiology services, announces that, at its Annual General Meeting held at 10.30am today, all resolutions put to the meeting were duly passed.
Details of the voting are as follows:
| Resolution | For/ Discretion (Number of votes) | % For/ Discretion | Against (Number of votes) | % Against | Total votes
| Withheld (Number of votes) | |
| Ordinary Business | |||||||
| 1. | To receive and adopt the annual report, accounts and the auditor's report | 96,904,483 | 100 | - | - | 96,904,483 | - |
| 2. | To approve the Directors' Remuneration Report (excluding Remuneration Policy) | 64,930,339 | 67.01 | 31,973,143 | 32.99 | 96,903,482 | 1,001 |
| 3. | To approve the Directors' Remuneration Policy | 93,185,664 | 96.16 | 3,716,319 | 3.84 | 96,901,983 | 2,500 |
| 4. | To declare a final dividend | 96,904,483 | 100 | - | - | 96,904,483 | - |
| 5. | To re-appoint Grant Thornton UK LLP as auditors | 96,642,992 | 99.99 | 12,653 | 0.01 | 96,655,645 | 248,838 |
| 6. | To authorise the directors to determine the remuneration of the auditors | 96,902,032 | 100 | - | - | 96,902,032 | 2,451 |
| 7. | To elect Richard Jones as a Director | 96,901,721 | 100 | - | - | 96,901,721 | 2,762 |
| 8. | To elect Dr Junaid Bajwa as a Director | 96,901,032 | 99.99 | 689 | 0.01 | 96,901,721 | 2,762 |
| 9. | To re-elect Roy Davis as a Director | 95,525,410 | 98.59 | 1,370,622 | 1.41 | 96,896,032 | 8,451 |
| 10. | To re-elect Stuart Quin as a Director | 96,901,032 | 100 | - | - | 96,901,032 | 3,451 |
| 11. | To re-elect Joanne Easton as a Director | 93,709,695 | 96.7 | 3,194,787 | 3.3 | 96,904,482 | 1 |
| Special Business | |||||||
| 12. | General authority to allot shares pursuant to Section 551 Companies Act 2006 | 95,454,471 | 98.51 | 1,448,250 | 1.49 | 96,902,721 | 1,762 |
| 13. | General authority to allot equity securities pursuant to Section 570 Companies Act 2006 | 92,302,134 | 95.25 | 4,599,587 | 4.75 | 96,901,721 | 2,762 |
| 14. | General authority to allot equity securities pursuant to Section 570 Companies Act 2006 for the purpose of financing an acquisition or other capital investment | 89,539,719 | 92.4 | 7,361,501 | 7.6 | 96,901,220 | 3,263 |
| 15. | Authority to make market purchases of up to 12,239,076 shares | 96,638,583 | 99.73 | 265,899 | 0.27 | 96,904,482 | 1 |
| 16. | To authorise the general meeting to be held on 14 clear days' notice | 96,395,920 | 99.48 | 508,563 | 0.52 | 96,904,483 | - |
The Company notes that, whilst Resolution 2 was passed with the required majority, there was a sizable vote against it representing 32.99% of shareholders who voted. The Company acknowledges these votes and will engage with the proxy agencies and shareholders to understand further the reasons behind this vote, however feedback already received from certain shareholders and proxy agencies indicate that some shareholders were concerned that the leaving arrangements for our previous CFO did not meet the latest ISS guidelines as his payment in lieu of notice was paid from the date of his departure at the end of May 2020 rather than the date his departure was announced in March 2020.
The Board notes that the leaving arrangements were in line with the current remuneration policy, the terms of his service agreement and that the treatment of his notice period was consistent with those of the previous CEO in 2019. Furthermore, the Board notes that the two-month difference in the timing of his notice period to ISS guidance amounted to a minimal uplift to severance costs.
The Board will however consult further with its shareholders and an update on this engagement and any actions taken will be published within 6 months of the AGM.
For further information, please contact:
| Medica Group Plc: Roy Davis, Chairman
| +44 (0)33 33 111 222
|
| Investec Bank plc (Joint Broker) Sara Hale Daniel Adams Virginia Bull
| +44 (0)20 7597 5970 |
| Liberum (Joint Broker) Bidhi Bhoma Richard Lindley Euan Brown
| +44 (0)20 3100 2000 |
| FTI Consulting Victoria Foster Mitchell Sam Purewal
| +44 (0)20 3727 1000 |
About Medica Group PLC
Medica is the market leader in the UK and Ireland for the provision of teleradiology services, providing outsourced interpretation and reporting of MRI (magnetic resonance imaging), CT (computerised tomography), ultrasound and plain film (x-ray) images. Medica also offers diabetic retinopathy screening in Ireland.
Medica contracts with the largest pool of consultant radiologists in the UK and Ireland, performing remote access teleradiology across its customer base of more than 100 NHS Trusts in the UK, the Irish HSE, private hospital and insurance groups, as well as diagnostic imaging companies. This enables the Company to offer a fast, responsive service. In addition, Medica operates in Australia and New Zealand through MedX, a 50:50 Joint Venture with Integral Diagnostics Limited Pty.
The Company currently offers two primary services to hospital radiology departments:
· NightHawk - urgent reporting service
· Elective - includes routine cross-sectional reporting on MRI and CT scans, and routine plain film reporting on x-ray images.
These services are underpinned by Medica's bespoke, secure IT platform that provides market-leading linkage between a hospital's Radiology Information System (RIS) and consultant radiologists who contract with the Company. Direct RIS access ensures that where the wider patient medical history is available, it can be reviewed by the consultant as part of every report.
Through its subsidiary, RadMD, in the United States, Medica also provides pharmaceutical and biotech clients and contract research organisations (CROs) with high quality, complex imaging services for international clinical trials. RadMD has gained vast experience in the space, having contributed to over 500 international clinical trials, in all phases of clinical research from proof of concept to phase III and with expertise in oncology, as well as a wider range of therapeutic areas including medical devices, neurology and cardiovascular.
For more information please visit: www.medicagroupplc.com
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