AGM Information • Jun 18, 2021
AGM Information
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(incorporated and registered in England and Wales under number 08338604)
Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, United Kingdom Tuesday, 27 July 2021 at 15:00 (BST)
Your attention is drawn to the letter from the Chair of Mediclinic International plc ('the Company' or 'Mediclinic'), which is set out on pages 1–3 of this document. This letter explains the format of the annual general meeting of the Company this year (the 'AGM') and recommends you to vote in favour of the resolutions to be proposed at the AGM.
Shareholders should note that at the time of publication of this notice of meeting (the 'Notice') there continues to be uncertainty as to whether the United Kingdom ('UK') Government's planned relaxation of restrictions on large indoor public events and travel will proceed. Given the higher potential COVID-19-transmission risk of indoor events, we have decided to proceed with caution and again scale back our AGM this year. The AGM is expected to be purely functional, principally putting the resolutions to shareholders and calling the poll. Shareholders and corporate representatives are strongly encouraged not to
attend in person or appoint any proxy other than the chair of the AGM to attend.
The health and safety of our colleagues and shareholders is very important to us. For any shareholder who does seek to attend in person against our recommendation, strict health and safety measures will be enforced and will include temperature checks prior to admission and face coverings to be worn at all times.
The Company will continue to closely monitor the latest COVID-19 legislation and guidance issued by the UK Government. However, given the constantly evolving nature of the situation, even if it subsequently becomes possible to welcome a number of shareholders to an AGM venue under Government guidance, attendance in person is likely to be restricted in terms of numbers and we would therefore still strongly encourage shareholders not to attend the AGM in person. The Company will notify shareholders as soon as reasonably practicable of any proposed changes to the arrangements for the meeting through an announcement to the London and Johannesburg stock exchanges and on the '2021 AGM' event page in the 'Investor Relations' section of our website at investor.mediclinic.com/events/event-details/2021-agm.
However, to ensure that all shareholders have the opportunity to engage with the Board before submitting their proxy votes, there will be a live online shareholder engagement event on Monday, 19 July 2021 at 14:00 (BST), as described further on page 28.
To be valid, the form of proxy should be returned electronically or in hard copy in accordance with the instructions set out on pages 24–26, as soon as possible and, in any event, by no later than 15:00 (BST) on Friday, 23 July 2021.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek advice from your stockbroker, solicitor/attorney, accountant, central securities depository participant ('CSDP'), banker or other independent professional advisor immediately.
If you have sold or otherwise transferred all of your shares, please pass this document, together with the relevant accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
| 1 | Chair's letter |
|---|---|
| 4 | Notice of annual general meeting |
| 12 | Biographies of the directors |
| 24 | Shareholder notes |
| 28 | Shareholder event |
| 29 | Company information |
| Enclosed | Form of proxy |
Dear shareholder,
I am writing to you with details of the AGM of the Company to be held at Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, UK on Tuesday, 27 July 2021 at 15:00 (BST).
Our AGM is an important event in the Company's corporate calendar and our preference would have been to welcome shareholders in person to our 2021 AGM, particularly given the constraints imposed in 2020 by the COVID-19 pandemic. However, the health and wellbeing of our shareholders and colleagues is very important to us. At the time of publication of this notice of meeting (the 'Notice') there continues to be uncertainty as to whether the UK Government's planned relaxation of restrictions on large indoor public events and travel will proceed. Given the higher potential COVID-19 transmission risk of indoor events, we have decided to proceed with caution and again scale back our AGM this year.
A number of our directors are based outside the UK and, due to the expected ongoing travel restrictions in the UK and abroad, we will not be able to have the whole Board of Directors (the 'Board' or the 'Directors') present in person. There will be no presentations on the Company's business and no refreshments will be available. The AGM is expected to be purely functional, limited principally to putting the resolutions to shareholders and calling the poll. Shareholders and corporate representatives are therefore strongly encouraged not to attend in person or appoint any proxy other than the chair of the AGM to attend. For any shareholder who does seek to attend in person against our recommendation, strict health and safety measures will be enforced and will include temperature checks prior to admission and face coverings to be worn at all times.
The Company will continue to closely monitor the latest COVID-19 legislation and guidance issued by the UK Government. However, given the constantly evolving nature of the situation, even if it subsequently becomes possible to welcome a number of shareholders to an AGM venue under Government guidance, attendance in person is likely to be restricted in terms of numbers and we would therefore still strongly encourage shareholders not to attend the AGM in person.
Despite our strong encouragement that shareholders do not attend the AGM in person, we understand that the event is an opportunity for shareholders to ask questions of the Board in relation to the business of the Company or the resolutions being proposed at the AGM, and we welcome questions from our shareholders. To ensure that all shareholders have the opportunity to engage with the Board before submitting their proxy votes, there will be a live online shareholder engagement event on Monday, 19 July 2021 at 14:00 (BST) (the 'Shareholder Event'). I look forward to introducing myself to you at that event and, together with the Group Chief Executive Officer, the Group Chief Financial Officer and the chairs of the Audit and Risk, Nomination, Remuneration and Clinical Performance and Sustainability committees, responding to your questions about the Company or the resolutions being proposed at the AGM. Further details on how to join the Shareholder Event are set out on page 28.
Shareholders are also able to submit questions in writing in advance of the Shareholder Event by sending an email to the Company Secretary at [email protected] and these will be answered during the event. We will endeavour to publish and maintain an appropriate summary of responses to questions raised on the '2021 AGM' event page in the 'Investor Relations' section of our website at investor.mediclinic.com/events/event-details/2021-agm before the Shareholder Event.
The Company will continue to closely monitor the latest COVID-19 legislation and guidance issued by the UK Government and will notify shareholders as soon as reasonably practicable of any proposed changes to the arrangements for the AGM through an announcement to the London and Johannesburg stock exchanges and on the '2021 AGM' event page in the 'Investor Relations' section of our website at investor.mediclinic.com/events/event-details/2021-agm.
The Notice is set out on pages 4–11 of this document and includes the resolutions to be proposed at the AGM and the corresponding explanatory notes.
As set out in the Group's full-year results announcement published on 26 May 2021, at the end of FY20, the Board took the difficult decision to suspend the dividend. This was part of a broad range of proactive measures taken to conserve liquidity. We are very aware of the importance of dividends to many of our shareholders. However, at such an uncertain time with reduced visibility on the duration or the full impact of the crisis, we believe it remains prudent to prioritise liquidity preservation measures. The Board, therefore, has decided not to propose a final dividend and will keep the position on future dividend payments under regular review.
Further information relating to the Company, its Directors and its financial information can be found in the Company's annual report and financial statements for the year ended 31 March 2021, which was circulated at the same time as this Notice and is also available on our Company website at annualreport.mediclinic.com. The Company's website contains a variety of other information including previous annual reports, investor presentations, share price data and the Group's corporate governance practices.
As previously indicated, shareholders are encouraged not to attend the AGM, but to engage with the Board at the Shareholder Event taking place on 19 July 2021 instead.
The Board therefore encourages you to exercise your vote on the resolutions under consideration by appointing the chair of the AGM as your proxy rather than a named person. This will ensure that your vote will be counted even if attendance at the AGM is restricted or you are unable to attend. You can appoint a proxy by submitting a form of proxy by post or electronically. A form of proxy is enclosed, which you can use to nominate the chair of the AGM as proxy to vote on your behalf, either in the manner you direct or at the chair's discretion. Please complete and return the form of proxy in accordance with the instructions on the form in order that it may be received by the Company's registrar, Computershare, as soon as possible and, in any event, no later than 15:00 on Friday, 23 July 2021. Alternatively, follow the instructions set out on page 24 to submit your proxy form electronically.
All resolutions for consideration at the AGM will be voted on by way of a poll, rather than a show of hands. This means that shareholders will have one vote for each ordinary share held. The Company believes this will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the AGM but who have appointed a proxy for the AGM.
Please carefully read the provisions included in the shareholder notes set out on pages 24–27 regarding the actions required by shareholders. If you are in any doubt as to the action you should take, please consult your stockbroker, solicitor/attorney, accountant, CSDP, banker or other independent professional advisor immediately.
The Board believes that resolutions 1–21 contained in the Notice are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do the same in respect of their own beneficial shareholdings.
Yours faithfully,
Dame Inga Beale Non-executive Chair
Notice is hereby given that the 2021 annual general meeting (the 'AGM') of Mediclinic International plc ('Mediclinic' or the 'Company') will be held at Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, UK on Tuesday, 27 July 2021 at 15:00 (BST).
You will be asked to consider and, if thought fit, pass the resolutions below. Resolutions 1–18 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolution. Resolutions 19–21 will be proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must be in favour of the resolution.
Under the UK Companies Act 2006 (the 'Act'), the Directors are required to present the annual accounts and reports at the AGM. These are contained in the Company's 2021 annual report and financial statements for the year ended 31 March 2021 (the '2021 Annual Report'), available on the Company's website at annualreport.mediclinic.com.
This resolution deals with the remuneration paid to the Directors during the year under review. Shareholders are invited to vote on the Directors' Remuneration Report, which appears on pages 172–176 of the 2021 Annual Report (excluding the Directors' Remuneration Policy). In accordance with the Act, resolution 2 is an advisory vote only and the Directors' entitlement to receive remuneration is not conditional thereon. The resolution and vote are a means of providing shareholder feedback to the Board.
In accordance with the Company's Articles of Association, any director appointed as such by the Board shall retire at the following annual general meeting and shall be eligible for election. Mr Weiner was appointed as a non-executive director on 22 July 2020 and will retire and stand for election.
In accordance with the provisions of the 2018 UK Corporate Governance Code, all members of the Board wishing to continue their appointments must seek re-election by the shareholders. All of the current directors of the Company are retiring and will seek re-election at the AGM.
The biographical details of all the directors seeking election or re-election at the AGM are set out on pages 12–23 of this Notice and the Board recommends their election or re-election as appropriate.
The Board considers Mr Grieve, Dr Al Hashimi, Dr Harvey, Dr Oswald, Mr Petersen, Mr Singer and Mr Weiner to be independent non-executive directors in accordance with provision 10 of the 2018 UK Corporate Governance Code. None of the independent non-executive directors seeking election or re-election at the AGM has any existing or previous relationship, transaction or arrangement with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company, within the meaning of rule 13.8.17R(1) of the Listing Rules of the Financial Conduct Authority in the UK ('Listing Rules'). Mr Grieve and Mr Petersen were independent directors of Mediclinic International Ltd prior to the reverse acquisition of Al Noor Hospitals Group plc in February 2016 and were appointed as independent directors of the Company upon completion of the transaction. Subsequent appointments of independent directors have followed a structured and balanced process, with the Nomination Committee reviewing a list of suitable candidates identified through independent search consultants or other sources, followed by rigorous interviews with a panel which included the SID and other independent directors. In considering the independence of the non-executive directors, the Board has taken into account guidance from the 2018 UK Corporate Governance Code and the conduct, independence of thought and judgement exhibited by the independent directors during Board and committee meetings.
Messrs Grieve and Petersen will reach their nine-year anniversary of their appointment as directors of Mediclinic International Ltd on 13 September 2021. They will continue to serve on the Board in a non-independent capacity until the end of the second term of their appointment as directors of Mediclinic, on 14 February 2022. The Board is in the process of recruiting two new independent non-executive directors to ensure the Board continues to meet the independence requirements under the 2018 UK Corporate Governance Code. Please refer to the Nomination Committee Report in the 2021 Annual Report for full details of the changes to the Board planned to take place this year.
Remgro Ltd ('Remgro'), through wholly owned subsidiaries, holds 44.56% of the issued ordinary shares of the Company and is therefore regarded as a controlling shareholder of the Company, for the purposes of the Listing Rules. The Listing Rules require that independent non-executive directors of a company with a controlling shareholder must be elected by a majority of votes
cast by independent shareholders, in addition to a majority of votes cast by all shareholders in the company. The resolutions for the election or re-election of the independent non-executive directors (resolutions 3, 4, 7, 8, 10, 12, 13, and 14) of the Company will therefore be taken on a poll and the votes cast by (i) independent shareholders; and (ii) all shareholders, will be calculated separately. Such resolutions will be passed only if a majority of votes cast by independent shareholders are in favour, in addition to a majority of votes cast by all shareholders being in favour. Mr Durand is a representative of the Company's controlling shareholder, Remgro, and is therefore not considered to be independent as contemplated by provision 10 of the 2018 UK Corporate Governance Code.
Mr Meintjes does not meet the criteria to be considered an independent non-executive director due to his former position as Group CEO of the Company until 2018. The Board considered his proposed re-election as a non-executive director and, after careful deliberation, concluded that his re-election is in the best interests of the Group, its shareholders and other stakeholders, taking into account the overall composition of the Board and the knowledge and experience of the industry and the business that Mr Meintjes has gained over 30 years in different capacities across the business.
Mr Pieter Uys was appointed as an alternate director to Mr Durand on 7 April 2016. Mr Uys will continue that appointment beyond the AGM without seeking election by shareholders. If the resolution to re-elect Mr Durand is not passed by shareholders at the AGM, the alternate directorship of Mr Uys will cease immediately.
At each general meeting at which the Company's annual accounts and reports are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit and Risk Committee, recommends the reappointment of PricewaterhouseCoopers LLP as the auditor of the Company.
The remuneration of the Company's auditor must be fixed by the Company in a general meeting or in such manner as the Company may determine in a general meeting. Resolution 16 gives authority to the Audit and Risk Committee to determine the remuneration of the Company's auditor.
(as such terms are defined in the Act), up to an aggregate amount of £100 000, and the amount authorised under each of paragraphs (a), (b) and (c) above shall also be limited to such amount, during the period beginning on the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company, to be held in 2022, or 30 September 2022, whichever is earlier, provided that the authorised sums referred to above may comprise one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into sterling at the exchange rate published
in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company or its subsidiary (as appropriate) enters into any contract or undertaking in relation to the same or at such other rate as the Directors of the Company may in their absolute discretion determine to be appropriate. Upon the passing of this resolution, all existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act shall be revoked without prejudice to any donation made, or expenditure incurred, prior to the passing of this resolution pursuant to such authorisation or approval. For the purpose of this resolution, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' shall have the meanings given by Sections 363 to 365 of the Act.
This resolution seeks to authorise the Group to make political donations and incur political expenditure, as contemplated in the Act. Political donations are generally prohibited in terms of the Company's Code of Business Conduct and Ethics and Anti-bribery Policy, unless pre-approved by the Executive Committee of the division and reported on to the Group Executive Committee. It is not the policy of the Company to make political donations as contemplated in the Act and, during the year, the Group made no such payments. However, as a result of broad definitions used in the Act, normal business activities of the Company, which might not be considered political donations or expenditure in the usual sense, may possibly be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act. This could include sponsorships, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or reform. The Board has therefore decided to propose this resolution 17.
As permitted under the Act, this resolution also covers any political donations made or political expenditure incurred by any subsidiaries of the Company. This resolution 17 caps the amount of all forms of political donations and expenditure that the Company and its subsidiaries would be permitted to make at an aggregate of £100 000.
As disclosed in the 2021 Annual Report, as is customary in Switzerland, Hirslanden maintains a proper and constructive dialogue with political decision-makers and stakeholders to represent the division's perspective and support informed decision-making that contributes to improving patient outcomes and the long-term sustainability of the business. Under the Swiss political system, citizens are active in political bodies at federal, cantonal and municipal levels in addition to their regular occupations. Parliamentarians are not professional politicians in this system and the parties do not receive state support. Therefore, in line with common and official practice in Switzerland, Hirslanden assists in supporting the country's political system by making third-party contributions to a number of political parties, institutions and associations involved in campaigns which are of interest to the business. The allowance for payments of this kind during FY21 was reduced to CHF3 000, but no such payments were effected during the reporting period. Payments of this kind made by Hirslanden in FY20 totalled CHF63 225. Annual fluctuations in spend are mostly due to the timing of national and cantonal renewal elections. For the avoidance of doubt, these contributions are not considered political payments as contemplated in Part 14 of the Act, as they are not made to the political parties within the scope of the Act.
(a) up to an aggregate nominal amount of £24 329 045.70 (representing 243 290 457 ordinary shares) (such amount to be reduced by any allotments or grants made under paragraph [b] below in excess of such sum); and
(b) comprising equity securities (as defined in the Act) up to a nominal amount of £48 658 091.40 (representing 486 580 914 ordinary shares) (such amount to be reduced by any allotments or grants made under paragraph [a] above) in connection with an offer by way of a rights issue:
and so that, in both cases, the Board may impose any limits or restrictions and make any arrangements which it considers necessary, expedient or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company, to be held in 2022, or 30 September 2022, whichever is earlier, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry; and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
The purpose of this resolution 18 is to give the Directors authority to allot shares in place of the existing authority approved at the annual general meeting of the Company held on 22 July 2020, which expires at the end of the AGM.
The authority in paragraph (a) of the resolution will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £24 329 045.70 (representing 243 290 457 ordinary shares), which is equivalent to approximately 33% of the total issued ordinary share capital of the Company as at 26 May 2021, which is the latest practicable date prior to publication of this Notice.
The authority in paragraph (b) of the resolution will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a nominal value of £48 658 091.40 (representing 486 580 914 ordinary shares), which is equivalent to approximately 66% of the total issued ordinary share capital of the Company as at 26 May 2021, which is the latest practicable date prior to publication of this Notice (such amount to be reduced by the amount of any relevant securities issued under the authority conferred by paragraph [a] of this resolution 18).
The Company does not currently hold any shares in treasury.
The Board has no present intention of exercising these authorities. However, as a UK premium-listed company, the Board believes it is in the best interests of the Company to have these authorities so that the Board has the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to allot securities at short notice and without the need to hold a general meeting if the need arises. The extent of the authority follows the UK's Investment Association's Share Capital Management Guidelines.
The authorities sought in paragraphs (a) and (b) of this resolution 18 are without prejudice to previous allotments made under such existing authorities.
The authorities will only be valid until the conclusion of the next annual general meeting of the Company to be held in 2022, or 30 September 2022, whichever is earlier.
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a) of resolution 18 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph [a] above) up to a nominal amount of £3 686 219.05,
such power to apply until the end of the next annual general meeting to be held in 2022, or 30 September 2022, whichever is earlier, but, in each case, during this period the Company may make offers and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
such power to apply until the end of the next annual general meeting to be held in 2022, or 30 September 2022, whichever is earlier, but, in each case, during this period the Company may make offers and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
At the annual general meeting held on 22 July 2020, the Directors were given the authority to issue equity securities of the Company and sell treasury shares in exchange for cash until the 2021 AGM.
Resolution 19 renews the Directors' power to allot equity securities and sell treasury shares in exchange for cash without first offering them to existing shareholders in proportion to their existing shareholdings. Equity securities include ordinary shares in the Company. Resolution 19 allows the Directors to issue equity securities and to sell treasury shares for cash on a non-pre-emptive basis: (i) to ordinary shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities, or as the Directors consider necessary, and to deal with, among other things, treasury shares, fractional entitlements and legal and practical problems in any territory, for example, in the case of a rights issue or other similar share issue; and (ii) otherwise, up to an aggregate nominal amount of £3 686 219.05 (representing 36 862 190 ordinary shares). This number represents approximately 5% of the issued share capital as at 26 May 2021, the latest practicable date prior to publication of this Notice.
On 12 March 2015, the Pre-Emption Group, an association of companies and investors that produces best practice guidance on disapplying pre-emption rights in the UK market, issued a revised Statement of Principles. This stated that, in addition to the previous standard annual disapplication of pre-emption rights up to a maximum equal to 5% of issued ordinary share capital, the Pre-Emption Group is now supportive of extending the general disapplication authority for certain purposes.
On 5 May 2016, the Pre-Emption Group published a monitoring report on the implementation of its 2015 Statement of Principles for Disapplying Pre-emption Rights and a recommended template resolution for disapplying pre-emption rights. The template recommends companies request authority to disapply pre-emption rights in respect of the additional 5% to be used when the Board considers the use to be for an acquisition or specified capital investment in accordance with the 2015 Statement of Principles as a separate resolution to the disapplication to issue shares on an unrestricted basis.
Resolution 20 seeks this separate authority. Where the authority granted under resolution 20 is used, the Company will disclose this in the announcement regarding the issue, the circumstances that have led to its use and the consultation process undertaken.
In accordance with the section of the Statement of Principles regarding cumulative usage of authorities within a rolling three-year period, the Directors also confirm their intention that (except in relation to an issue pursuant to resolution 20 in respect of the additional 5% referred to above) no more than 7.5% of the issued ordinary share capital will be issued for cash on a non-pre-emptive basis during any rolling three-year period, without prior consultation with shareholders.
The Directors have no present intention of exercising these powers but believe that this resolution will assist them to respond to market developments and to take advantage of business opportunities as they arise.
These authorities are without prejudice to allotments made under previous authorities and will only be valid until the conclusion of the next annual general meeting to be held in 2022, or 30 September 2022, whichever is earlier.
Under the Act, the notice period required for all general meetings of listed companies is 21 days, however, it is possible to reduce this period to 14 days (other than for annual general meetings), provided that the following two conditions are met: (i) that a company offers facilities for shareholders to submit proxy appointments by electronic means; and (ii) that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days.
This resolution would, if passed, allow the Company flexibility to call general meetings, other than annual general meetings, on no less than 14 clear days' notice. This additional flexibility would only be used in limited and time-sensitive circumstances, where the Board considers relying on the authority to be to the advantage of shareholders as a whole. The approval will be effective until the Company's next annual general meeting, at which meeting it is intended to propose a similar resolution for approval.
The report by the Clinical Performance and Sustainability Committee (the 'Committee') included in the 2021 Annual Report, read with the 2021 Clinical Services Report and the 2021 Sustainable Development Report published on the Company's website at annualreport.mediclinic.com, will serve as the Committee's feedback to the Company's shareholders on the matters within its mandate at the AGM. Any specific questions to the Committee may be sent to the Company Secretary prior to the AGM. Certain South African subsidiaries of the Company are required to appoint a social and ethics committee in terms of the South African Companies Act, No. 71 of 2008, as amended, (the 'SA Companies Act') unless such companies are subsidiaries of another company that has a social and ethics committee, and the social and ethics committee of that company will perform the functions required by this regulation on behalf of that subsidiary company. The Committee, in fulfilling its role to (a) promote a culture of excellence in patient safety, quality of care and patient experience by, inter alia, monitoring the clinical performance of the Group; and (b) ensure that the Group is and remains a good and responsible corporate citizen by monitoring the sustainable development performance of the Group, also performs the statutory functions required of a social and ethics committee in terms of the SA Companies Act.
By order of the Board.
Link Company Matters Limited
Company Secretary
Mediclinic International plc
6th Floor, 65 Gresham Street, London, EC2V 7NQ
18 June 2021
Following the internal Board evaluation process concluded in March 2021 and a recommendation from the Nomination Committee, the Board is satisfied that each of the directors continues to be effective, demonstrates a commitment to the role, and continues to be able to dedicate sufficient time to their duties. The directors believe that the Board continues to include an appropriate balance of skills and provides effective leadership for the Company. The Board has a variety of skills which include significant financial experience, extensive knowledge of the healthcare industry internationally, and experience of public companies listed on the London Stock Exchange. The skills and experience of each director is set out in this section:
A C R
Independent Non-executive Director Nationality: American Appointed: July 2020
Mr Weiner brings significant healthcare and international consumer goods experience in executive and non-executive finance and business transformation leadership roles in large, complex organisations in developed and developing markets.
Career experience He spent most of his career in finance with the international consumer goods group Unilever, most recently as Group Controller responsible for performance management, accounting, reporting and control. He was a member of Unilever's Global Finance Leadership Team, working closely with the group's board and Audit Committee. As non-executive director of Guy's and St Thomas' NHS Foundation Trust, one of the largest NHS Foundation Trusts in the UK, he chaired the Audit Committee from 2014 to 2018.
Key external appointments Non-executive director of Guy's and St Thomas' NHS Foundation Trust and of King's College Hospital NHS Foundation Trust.
Qualifications Masters in Finance (Columbia University), BSc in Management (Rutgers University).
Non-executive Chair Nationality: British Appointed: Chair Designate March 2020, Chair July 2020
Contribution to the Company and reasons for re-election Dame Inga has close to 40 years of business management and leadership experience in global financial services, insurance and risk management in particular, and contributes a wealth of other skills and experience to the Board. As CEO of Lloyd's of London, the insurance and reinsurance market, she initiated large-scale digital and cultural transformation programmes and led the business's expansion into Dubai, China and India. She also played a critical role in advancing diversity and inclusion initiatives across Lloyd's and the international insurance sector. Her background provides a valuable balance to the Board and brings a different perspective to the Board's debates.
Career experience From 2014 to 2018 she served as the first female CEO of Lloyd's of London. Previously she held various senior leadership positions across the insurance sector, both in Switzerland and internationally, including at Converium, Zurich Insurance Group, Canopius and GE Insurance Solutions.
Key external appointments Independent non-executive director of Crawford & Company and London First. She serves on the London Mayor's Business Advisory Board and is Patron of Insuring Women's Futures. She has recently been appointed to the supervisory board of NN Group N.V.
Qualifications Associate of the Chartered Insurance Institute since 1987, appointed Dame Commander of the Order of the British Empire in 2017 for services to the UK economy.
Group Chief Executive Officer Nationality: South African Appointed: June 2018
Contribution to the Company and reasons for re-election Dr Van der Merwe has a strong track record of leadership and management within a large private sector healthcare organisation, including strategy, organisational development, clinical performance, adoption of technology and managing quality. He also has extensive knowledge of Mediclinic's operations. As a qualified anaesthesiologist in private practice, Dr Van der Merwe gained extensive experience in trauma and elective anaesthesia, intensive care management, and the management of acute and chronic pain. During his involvement in the medical insurance industry, he gained expertise in healthcare data management, analytics, managed healthcare principles and reimbursement models. He established the Clinical Services, Clinical Information, Advanced Analytics, Health Information Management and central Procurement functions at Mediclinic, contributing to the growth and strategic positioning of the Group.
Career experience He joined the Company in 1999 and as Chief Clinical Officer took responsibility for various aspects of the business prior to his appointment as executive director and Group CEO of Mediclinic. He was an executive director of Mediclinic International Ltd from 2010, up to the reverse takeover of Al Noor Hospitals Group plc. He was appointed as an executive director and Group CEO of Mediclinic, with effect from 1 June 2018, and also serves as a non-executive director of Spire since 24 May 2018 under the terms of the shareholder agreement between Spire and Mediclinic.
Key external appointments Non-executive director of Spire.
Qualifications MBChB (Stellenbosch University), DA (SA) (College of Anaesthetists of South Africa), FCA (SA) (Fellowship of the College of Anaesthetists of South Africa), Advanced Management Program (Harvard Business School).
Group Chief Financial Officer Nationality: South African Appointed: August 2016
Contribution to the Company and reasons for re-election Mr Myburgh is a qualified chartered accountant with broad financial and accounting experience obtained during his career of over 20 years. Since joining the Group, he has emphasised the importance of capital management and allocation informed by cost of capital across the Group and driven a structured approach to growth.
Career experience After qualifying as a chartered accountant with KPMG in 2000, he joined The Standard Bank of South Africa Ltd in 2001 and was appointed as Head of Mergers and Acquisitions in 2009. Subsequently, he served as CFO at Datatec Ltd, an international ICT Group, before joining Mediclinic as Group CFO in August 2016.
Qualifications BComm Hons in Accounting (University of Johannesburg), registered with the South African Institute of Chartered Accountants ('SAICA').
Nationality: British and Swiss Appointed: Independent non-executive director February 2016, SID July 2019
Contribution to the Company and reasons for re-election Working as an executive and non-executive director across a wide range of business areas, Mr Grieve has gained comprehensive experience in finance, accounting and risk management; he also has extensive knowledge of the healthcare sector. This equips him with a strong basis for assessing and, where appropriate, challenging the financial and risk management framework.
Career experience He began his career in accountancy at the respective auditing firms now known as PwC and EY. He worked for Richemont, the Swiss luxury goods group, as Company Secretary from 1998 to 2004 and as Director of Corporate Affairs from 2004 to 2014. He served as an independent non-executive director of Mediclinic International Ltd from 2012 and as a director of Mediclinic Switzerland AG (now Hirslanden AG) between 2008 and 2012. He served as CFO of Reinet Investments Manager SA and Reinet Fund Manager SA from 2008 to 2011 and was the CEO from 2012 until he retired in 2014.
Key external appointments Non-executive director Reinet Investments Manager SA and Reinet Fund Manager SA.
Qualifications BA Hons Business Administration (Heriot-Watt University), member of the Institute of Chartered Accountants of Scotland.
Independent Non-executive Director Nationality: Emirati Appointed: November 2017
Contribution to the Company and reasons for re-election Dr Al Hashimi has extensive knowledge and experience of the healthcare sector and provides substantial strategic and tactical expertise in operations, fiscal management and negotiating strategic transactions. She contributes valuable insights, especially into the Middle East operations of the Company, and has an excellent understanding of the broader geopolitical landscape.
Career experience Dr Al Hashimi has over 20 years' experience in the healthcare and higher education industry in the UAE. She is currently the Chair of the Sharjah Private Education Authority. Previous roles include serving as CEO of Dubai Healthcare City; CEO of the Mohammed Bin Rashid Al Maktoum Academic Medical Center; Deputy CEO of Tatweer; Member of Dubai Holdings; Executive Dean of the Faculty of Health Sciences, Higher Colleges of Technology ('HCT'); Acting Deputy Vice Chancellor of Academic Affairs at HCT; and a Director of Education of the Harvard Medical School Dubai Center.
Key external appointments Member of the University of Sharjah board of trustees, member of the Audit and Compliance Committee and the Academic Committee of the University of Sharjah, and a trustee of the UAE Nursing and Midwifery Council and the UAE Genetic Diseases Association.
Qualifications BS in Medical Technology (University of Minnesota), MSc in Clinical Laboratory Services (University of Minnesota), Doctor of Public Health (University of Texas).
RESOLUTION 9: MR JANNIE DURAND
Non-executive Director Nationality: South African Appointed: February 20161
Contribution to the Company and reasons for re-election Mr Durand has extensive knowledge and over 20 years' experience in the investment industry bringing substantial strategic and tactical expertise. He contributes valuable insights to the Board's discussions by drawing on his skills and experience of the investment and capital markets, finance and accounting, risk management, development and implementation of strategy, as well as investor relations.
Career experience He served as non-executive director of Mediclinic International Ltd from 2012 up until the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Ltd in 2016. He joined the Rembrandt Group in 1996 and in 2012 was appointed as the CEO of Remgro, which holds a 44.56% interest in the Company, serving as its representative on the Board.
Key external appointments Non-executive chair for the following listed companies within the Remgro group: Distell Group Holdings Ltd, RCL Foods Ltd and Rand Merchant Investment Holdings Ltd.
Qualifications BAcc Hons in Accountancy (Stellenbosch University), MPhil in Management Studies (Oxford University), registered with SAICA.
1 Mr Uys, the Head of Strategic Investment at Remgro, was appointed as the alternate director to Mr Durand in April 2016. Prior to joining Remgro, he was a founding member and ultimately became the CEO of the Vodacom Group. He holds an MEng in Electronic Engineering (Stellenbosch University) and an Executive MBA (Stellenbosch University).
Independent Non-executive Director Nationality: British Appointed: October 2017
Contribution to the Company and reasons for re-election Dr Harvey's clinical and public health background provides valuable balance to the Board and brings an important perspective to the Board's discussions and to the Clinical Performance and Sustainability Committee, particularly as developments in technology continue to accelerate. She also plays a crucial role in supporting management in the development and implementation of the Company's sustainability strategy.
Career experience Throughout her career, Dr Harvey has gained an in-depth knowledge of the health sector, mainly through her work in the medical field. She is a clinician by background and was previously Director General for Public and International Health at the UK Department of Health; Director of the UK Prime Minister's Delivery Unit; Head of the Medicines, Pharmacy and Industry Group at the Department of Health; Director of Prison Health at Her Majesty's Prison Service; Head of Quality Management at NHS Executive; and Private Secretary to the Chief Medical Officer.
Key external appointments Non-executive director of Guy's and St Thomas' NHS Foundation Trust, London; non-executive director of Halcyon TopCo Ltd; visiting professor at the Institute of Global Health Innovation, Imperial College London; Chair of the WHO Independent Oversight and Advisory Committee for Health Emergencies.
Qualifications MBBS (St Bartholomew's Medical College, University of London), PgDip in Clinical Microbiology (The Royal London Hospital College, University of London), MBA (Henley Management College). Appointed Commander of the Order of the British Empire in 2008, Honorary Fellow of the Royal College of Physicians, Fellow of the Faculty of Public Health and a member of Chapter Zero, the UK Chapter of the World Economic Forum's Climate Governance Initiative.
Non-executive Director Nationality: South African Appointed: Non-executive director August 2018, non-executive director for workforce engagement April 2019
Contribution to the Company and reasons for re-election As the former Group CEO and prior to that, as divisional Human Resources Executive, Mr Meintjes led Mediclinic's efforts to engage with, and invest in, the Company's workforce. With his career background and in-depth knowledge of the Company, he is uniquely positioned to effectively oversee the Company's employee engagement processes and evaluate the effectiveness and progress in this regard. He brings significant operational, strategic and risk management experience to the Board as well as extensive knowledge of the healthcare sector.
Career experience He served as CEO of Mediclinic from 2010 up to his retirement on 1 June 2018. He was appointed as an executive director and Group CEO of the Company on 15 February 2016. Mr Meintjes served in various management positions in the Remgro group before joining Mediclinic in 1985 as the Hospital Manager of Mediclinic Sandton. He became a member of Mediclinic's Executive Committee in 1995 and a director in 1996. In 2006 he was seconded to serve as a senior executive of the Group's operations in Dubai and appointed as the CEO of Mediclinic Middle East in 2007. He served as a non-executive director of Spire from 2015, a position from which he retired on 24 May 2018.
Key external appointments Non-executive director of Capitec Bank Holdings Ltd and Capitec Bank Ltd.
Qualifications BPL Hons in Industrial Psychology (University of the Free State), Advanced Management Program (Harvard Business School).
Independent Non-executive Director Nationality: Swiss Appointed: July 2018
Contribution to the Company and reasons for re-election Dr Oswald supports the Board with her knowledge and experience in digital transformation and digital ecosystems as well as with her tremendous network in different fields. In addition, with her unique insights into day-to-day operations in the broader political and regulatory context of private healthcare in Switzerland and her experience as a medical specialist, general manager and board member of various companies and start-up companies, she brings a wealth of knowledge and practical experience.
Career experience She was previously Deputy Medical Officer in the Department of Health, Head of Medical and Pharmaceutical Services, as well as a member of various cantonal, regional and national committees in Swiss health administration authorities and worked closely with political opinion leaders. She was also CEO of a healthcare start-up company and worked for several years as a medical specialist in various hospitals.
Key external appointments CEO of Klinik Sonnenhalde AG, member of the boards of Integrierte Psychiatrie Winterthur, Zippsafe AG, a spin-off of ETH in the industry field that produces smart locker solutions, and Past-President of the Association of Private Hospitals in Basel.
Qualifications MD-PhD (University of Basel), specialising in Orthopaedic Surgery and Traumatology, as well as in Sports Medicine, Executive MBA (University of Rochester-Bern). She holds a certificate in General Management (University of Bern), as well as a certificate of the Swiss Board School (International Center for Corporate Governance of the University of St. Gallen).
RESOLUTION 13: MR TREVOR PETERSEN
Independent Non-executive Director Nationality: South African Appointed: February 2016
Contribution to the Company and reasons for re-election Mr Petersen brings significant experience, in-depth knowledge and corporate history of Mediclinic and the healthcare sector, having served as a director from 2012 and through the successful merger of Mediclinic International and Al Noor Hospitals Group plc in February 2016. Through his career in accountancy and audit, Mr Petersen has valuable experience, which informs his role on the Mediclinic Board and its committees.
Career experience Previously a lecturer at the University of Cape Town, he took up a partnership in the merged firm of PricewaterhouseCoopers Inc in 1996. He served as a partner of the national firm from 1997 to 2009 and as the partner-in-charge of Cape Town and Chair of the Western Cape region. He has served professional membership associations such as the SAICA and was elected the Chair of its national body in 2006 and 2007.
Key external appointments Lead independent non-executive director of Media24 (Pty) Ltd.
Qualifications BComm Hons in Financial Management (University of Cape Town), registered with SAICA.
RESOLUTION 14: MR TOM SINGER
Independent Non-executive Director Nationality: British Appointed: July 2019
Contribution to the Company and reasons for re-election Mr Singer's skills and experience, gained through his long and successful career in finance across a broad range of UK and international branded consumer businesses, including in the healthcare sector, provide important input. He also brings a thorough understanding of the UK-listed company environment. His career and background make him ideally suited to succeed Mr Grieve as chair of the Audit and Risk Committee.
Career experience Previously served as CFO of InterContinental Hotels Group PLC, a leading international hotel group, and British United Provident Association (BUPA), a provider of health insurance, care homes for the elderly and other health-related services including private hospitals. Earlier in his career, Mr Singer was CFO and Chief Operating Officer of William Hill PLC and Finance Director of Moss Bros PLC, having started his career in professional services and spending a total of 12 years at Price Waterhouse and McKinsey.
Key external appointments Non-executive director of Halfords Group plc and DP Eurasia NV, an operator of pizza restaurants in Turkey and Russia.
Qualifications BSc Hons Finance and Accounting (University of Bristol), qualified chartered accountant, Advanced Management Programme (INSEAD).
The following notes explain your general rights as a shareholder and your right to attend and vote at this AGM or to appoint someone else to vote on your behalf.
Notwithstanding the planned relaxation of UK Government restrictions on the holding of events, restrictions or guidance on public gatherings and travel may remain in place or be reintroduced at short notice. Shareholders and corporate representatives are therefore strongly encouraged not to attend in person or appoint any proxy other than the chair of the AGM. The AGM is expected to be purely functional, principally putting the resolutions to shareholders and calling the poll.
Shareholders are therefore encouraged to attend the live Shareholder Event (refer to page 28 for details) and to submit a proxy vote in advance of the AGM in accordance with the instructions set out below.
(b) in the case of certificated shareholders or shareholders who hold dematerialised shares with own-name registration on the South African securities register, to the Company's South African transfer secretaries at:
Computershare Investor Services (Pty) Ltd Proxies Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa Private Bag X9000, Saxonwold 2132, South Africa Email: [email protected] Fax: +27 11 688 5238
or, in the case of certificated shareholders resident in Namibia and who elect to do so, to the Company's Namibian transfer secretaries at:
Transfer Secretaries (Pty) Ltd 4 Robert Mugabe Avenue, Windhoek, Namibia PO Box 2401, Windhoek, Namibia Email: [email protected]
As noted above, shareholders are encouraged to appoint the chair of the AGM as their proxy rather than a named person, or multiple named persons, to ensure their vote is counted even if restrictions or guidance on public gatherings and travel remain in place or are reintroduced at short notice, or shareholders are otherwise unable to attend due to the health and safety measures the Company may put in place.
However, as noted above, restrictions or guidance on public gatherings and travel may remain in place or be reintroduced at short notice, or shareholders may otherwise be unable to attend due to the health and safety measures the Company may put in place, resulting in shareholders not being able to attend in person.
Restrictions or guidance on public gatherings and travel may remain in place or be reintroduced at short notice, resulting in neither shareholders nor their named proxy being able to attend in person. Registered shareholders are therefore encouraged to attend the Shareholder Event (refer to page 28 for details). Shareholders may also submit questions to the Directors about the Company and its business or the resolutions being proposed at the AGM in advance of the Shareholder Event by sending an email to the Company Secretary at [email protected] by 14:00 (BST) on 14 July 2021. Participation in the Shareholder Event will not constitute formal attendance at the AGM.
A copy of this Notice, and other information required by Section 311A of the Act, can be found on the Company's website at investor.mediclinic.com/shareholder-centre/shareholder-meetings.
We will be holding a live online shareholder event on 19 July 2021 at 14:00 (BST) to provide shareholders with the opportunity to hear from the Chair and ask questions of the Board in relation to the business of the Company or the resolutions being proposed at the AGM prior to submitting your proxy votes.
Shareholders will be able to ask questions during the Shareholder Event, but you can also submit them in advance by emailing them to the Company Secretary at [email protected] by 14:00 (BST) on 14 July 2021 with 'Shareholder Event 2021' in the subject line for ease of identification. The Company will endeavour to publish and maintain an appropriate summary of responses to questions raised on the '2021 AGM' event page at investor.mediclinic.com/events/event-details/2021-agm before the Shareholder Event. If multiple questions on the same topic are received, a single answer may be provided to address all shareholder queries on the same topic.
Please note this event is being organised to afford shareholders an opportunity to engage with key members of the Board, as a number of our directors are based outside the UK and will not be able to attend the AGM. We therefore encourage all shareholders to participate.
Participation in the Shareholder Event will not constitute formal attendance at the AGM.
You can register for the Shareholder Event by emailing the Company Secretary at [email protected]. We will then verify you are registered in the register of members of the Company before providing full details of how to join. Only verified shareholders and Nominated Persons will be allowed to access the event.
IMPORTANT: To facilitate this verification:
To ensure the timely completion of this verification process, please register for the event as soon as possible and in any event no later than by 14:00 (BST) on 14 July 2021.
You will be able to join the event via your PC, laptop, tablet or mobile device.
Mediclinic International plc (incorporated and registered in England and Wales) Company number: 08338604
Mediclinic International plc, 6th Floor, 65 Gresham Street, London, EC2V 7NQ Tel: +44 333 300 1930 Ethics Line: +27 (0)21 809 6500 Toll-free: 0800 005 316 (South Africa and Switzerland); 0800 003 313 or 081 91847 (MTC Networks) (both for Namibia) 800 1 55000 (United Arab Emirates) [email protected] Email: [email protected] Website: www.mediclinic.com
FTSE sector: Health Care – Health Care providers – Health Care Facilities ISIN code: GB00B8HX8Z88 SEDOL number: B8HX8Z8 EPIC number: MDC LEI: 2138002S5BSBIZTD5160 Primary listing: London Stock Exchange (share code: MDC) Secondary listing: JSE (share code: MEI) Secondary listing: Namibian Stock Exchange ('NSX') (share code: MEP)
Link Company Matters Limited Caroline Emmet Tel: +44 333 300 1930 Email: [email protected]
James Arnold Head of Investor Relations 14 Curzon Street, London, W1J 5HN, United Kingdom Tel: +44 20 3786 8180/1 Email: [email protected]
Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ Tel: +44 370 703 6022 Email: [email protected]
Computershare Investor Services (Pty) Ltd Rosebank Towers, 15 Biermann Avenue, Rosebank 2196 Private Bag X9000, Saxonwold 2132 Tel: +27 11 370 5000 Email: [email protected]
Transfer Secretaries (Pty) Ltd 4 Robert Mugabe Avenue, Windhoek PO Box 2401, Windhoek Tel: +264 61 227 647 Email: [email protected]
Auditor
PricewaterhouseCoopers LLP, London
Joint corporate brokers (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
UK legal advisors: Slaughter and May SA legal advisors: Cliffe Dekker Hofmeyr Inc.
Remuneration Consultant Deloitte LLP
FTI Consulting Tel: +44 20 3727 1000 Email: [email protected]
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