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:
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| Total shares voted | % of issued share capital voted | Votes for | % | Votes against | % | Votes withheld |
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| Ordinary resolutions |
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| 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 |
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| Special resolutions |
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| 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
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| 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
+44 (0)333 300 1930
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
+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
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