AGM Information • Jun 23, 2017
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, 25 July 2017 at 15:00 (BST)
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 your own advice from a 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 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.
Your attention is drawn to the letter from the Chairman of the Company, which is set out on page 1 of this document and which recommends you to vote in favour of the resolutions to be proposed at the annual general meeting.
The notice of the annual general meeting of the Company to be held at 15:00 (BST) on Tuesday, 25 July 2017 at the Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, United Kingdom is set out at the end of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with the annual general meeting. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, by no later than 15:00 (BST) on Friday, 21 July 2017. Completion and return of a form of proxy will not preclude shareholders from attending and voting at the annual general meeting should they choose to do so. Further instructions relating to the form of proxy are set out in the notice of the annual general meeting.
| 1 | Chairman's Letter |
|---|---|
| 3 | Notice of Annual General Meeting |
| 11 | Biographies of Directors |
| 16 | Shareholder Notes |
| 19 | Company Information |
| 21 | Venue and Directions |
| Enclosed | Form of Proxy |
Dear Shareholder
I am pleased to invite you to the annual general meeting ("the Meeting") of Mediclinic International plc ("the Company") to be held at the Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, United Kingdom on Tuesday, 25 July 2017 at 15:00 (BST).
The formal notice convening the Meeting ("the Notice") is set out on pages 3 to 10 of this document and includes explanatory notes to each of the resolutions to be proposed at the Meeting. There will be an opportunity for you to raise questions at the Meeting about the resolutions set out in the Notice and about the business of the Company.
I would like to draw your attention, in particular, to the following resolutions:
All resolutions for consideration at the Meeting 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 refl ection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the Meeting, but who have appointed a proxy for the Meeting.
If you are entitled to, but unable to attend and vote at the Meeting, you may appoint a proxy to vote on your behalf. Please read the provisions included in the Shareholder Notes set out on pages 16 to 18 regarding the actions required by shareholders carefully. 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.
Shareholders are also able to attend and participate, but not vote, at the Meeting by way of a live audio webcast. Should you wish to make use of this facility, please contact Ms Victoria Dalby by email at [email protected] or telephone on +44 20 7954 9528. For the benefi t of our shareholders on the South African securities register, the webcast will commence at 15:00 (BST) / 15:00 (WAT) / 16:00 (SAST).
Further information relating to the Company and its fi nancial information can be found in the Company's Annual Report and Financial Statements for the year ended 31 March 2017, which was circulated at the same time as this Notice and is also available on our Company website at www.mediclinic.com. The Company's website contains a variety of other information including previous annual reports, investor presentations, share price data, as well as the Group's corporate governance practices.
The board of directors (the "Board" or the "Directors") believes that Resolutions 1 to 22 contained in the Notice of the Meeting 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 in respect of their own beneficial shareholdings.
Yours faithfully
Dr Edwin Hertzog Non-executive Chairman
Notice is hereby given that the 2017 annual general meeting (the "Meeting") of Mediclinic International plc (the "Company") will be held at the Rosewood London Hotel, 252 High Holborn, London, WC1V 7EN, United Kingdom on Tuesday, 25 July 2017 at 15:00 (BST).
You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 1 to 18 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must vote in favour of the resolution. Resolutions 19 to 22 will be proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must vote in favour of the resolution.
Under the Companies Act 2006, the Directors are required to present the annual financial statements, Directors' report and auditors' report to the Meeting. These are contained in the Company's 2017 Annual Report and Financial Statements for the year ended 31 March 2017, available on the Company's website at www.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 page 85 to 107 in the 2017 Annual Report and Financial Statements (excluding the Directors' Remuneration Policy). In accordance with the Companies Act 2006, Resolution 2 is an advisory vote only and the Directors' entitlement to receive remuneration is not conditional on it. The resolution and vote are a means of providing shareholder feedback to the Board.
The current Directors' Remuneration Policy was approved by shareholders at the general meeting of the Company held on 15 December 2015, which approval is valid in terms of the Companies Act 2006 for a period of three years up to the Company's annual general meeting in 2018. Following a review of the existing Directors' Remuneration Policy, the Company's Remuneration Committee has proposed a revised policy, as set out on pages 86 to 94 of the 2017 Annual Report and Financial Statements. The key changes are around the annual shortterm incentive ("STI") and the long-term incentive plan ("LTIP") awards to outline in more detail how these are satisfied, as summarised below:
| Element of pay | Substantial proposed changes |
|---|---|
| Annual STI | To reflect more clearly the current operation of the bonus deferral, its treatment has been formalised as follows: |
| • Half of the bonus paid will be deferred in shares for two years, with vesting subject to continued employment. • Deferred shares may be settled in cash. |
|
| To strengthen alignment with shareholder interests where an award is settled in cash and a Director has not yet met the share ownership guidelines, this cash must be used to purchase shares in the Company. |
|
| Reference to the malus condition in operation has been included, which provides that an award may be adjusted at the discretion of the Remuneration Committee before delivery if an adjustment event occurs. |
| Element of pay | Substantial proposed changes |
|---|---|
| LTIP | No fundamental changes have been made to the LTIP, but the policy has been updated to reflect more clearly its current operation. Similar to the deferred portion of the annual STI, awards will be made in shares, but may be cash settled. Executive Directors' awards will be subject to post vesting holding periods of two years. |
| To strengthen alignment with shareholder interests where an award is settled in cash and a Director has not yet met the share ownership guidelines, this cash must be used to purchase shares in the Company. |
|
| Increased flexibility is included in the selection of performance measures for the LTIP. | |
| Reference to the malus condition in operation has been included. | |
| Share ownership guidelines |
No changes have been made to the practice around share ownership guidelines, but these were previously not included in the policy. |
The rationale for these changes is to align the Remuneration Policy more specifically to the current operation of the STI and the LTIP. Further, the requirement to hold shares is intended to facilitate Executive Directors to build shareholding in the business and, therefore, align management's interests with shareholders' interests and the Group's performance, without encouraging excessive risk taking.
The Remuneration Policy, if approved, will take effect immediately after the conclusion of the Meeting and is binding. Shareholders are requested to approve the Remuneration Policy which is set out on pages 86 to 94 of the 2017 Annual Report and Financial Statements. Provided it remains unchanged, the Remuneration Policy will continue to apply until it is proposed to shareholders for approval again at the Company's annual general meeting in 2020.
The Board proposes a final cash dividend of 4.70 pence per share for the year ended 31 March 2017. If approved, the recommended final dividend will be paid on Monday, 31 July 2017 to all ordinary shareholders who are registered as such on the record date of Friday, 23 June 2017. Shareholders on the South African register will be paid the ZAR cash equivalent of 80.60500 cents per share (64.48400 cents net of dividend withholding tax). South African resident shareholders may be paid all or part of the dividend under the Dividend Access Trust. Further information about the timetable for the final dividend is included in the results announcement dated 23 May 2017, available on the Company's website.
In accordance with the provisions of the UK Corporate Governance Code, all members of the Board wishing to continue their appointments seek re-election by the shareholders. All of the Directors, with the exception of Jurgens Myburgh, are retiring and seeking re-election at the Meeting. In accordance with the Company's Articles of Association, any director appointed as such by the Board of Directors shall retire at the following annual general meeting and shall be eligible for election. Jurgens Myburgh was appointed by the Board on 1 August 2016 and therefore he will retire and seek election by the shareholders at the Meeting.
The biographical details of all the Directors seeking election or re-election at the Meeting are set out on pages 11 to 15 of this Notice.
Pieter Uys was appointed as an alternate director to Jannie Durand on 7 April 2016. He will continue that appointment beyond the Meeting without seeking election by shareholders. If the resolution to elect Jannie Durand is not passed by shareholders at the Meeting, the alternate directorship of Pieter Uys will cease immediately.
Following the internal Board evaluation process concluded in March 2017 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 Board of Directors therefore recommends the re-election of all the Directors who are seeking re-election, as well as the election of Jurgens Myburgh, who was appointed during the year and is seeking election.
The Board considers Alan Grieve, Seamus Keating, Prof Dr Robert Leu, Nandi Mandela, Trevor Petersen and Desmond Smith to be independent non-executive directors in accordance with provision B.1.1 of the UK Corporate Governance Code. None of the independent non-executive directors seeking re-election at the Meeting 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 Listing Rule 13.8.17R(1). In considering the independence of the non-executive directors, the Board has taken into account guidance from the UK Corporate Governance Code.
Remgro Limited, through wholly-owned subsidiaries, ("Remgro") 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 re-election of the independent nonexecutive directors (resolutions 9 to 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.
Jannie Durand is a representative of the Company's controlling shareholder, Remgro, and is therefore not considered to be independent as contemplated by provision B.1.1 of the UK Corporate Governance Code.
At each general meeting at which the Company's annual financial statements 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 re-appointment of PricewaterhouseCoopers LLP as auditors of the Company.
The remuneration of the Company's auditors must be fixed by the Company in general meeting or in such manner as the Company may determine in general meeting. This resolution gives authority to the Audit and Risk Committee to determine the remuneration of the Company's auditors.
(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) to (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 2018 or 31 August 2018, whichever is earlier, provided that the authorised sums referred to above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds 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 Company and its subsidiaries to make political donations and incur political expenditure. Under the Act, political donations to any political parties, independent election candidates or political organisations other than political parties, or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. Notwithstanding the political donations by the Company's Swiss operating platform, Hirslanden, as described in the Annual Report and Financial Statements for the year ended 31 March 2017, in the amount of CHF8 000 relating to the financing of political campaigns through third-party contributions which is a standard practice in Switzerland (for which approval is not specifically required under the Act), it is not the policy of the Company to make donations to EU or any other political organisations or to incur other political expenditure and the Directors have no intention of changing that policy. 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 normal sense, may 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. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within the scope of these matters. 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. 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.
and so that 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 annual general meeting of the Company to be held in 2018 or 31 August 2018, 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 20 July 2016, which expires at the end of the 2017 annual general meeting.
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 25 June 2017, 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 excluding treasury shares as at 25 June 2017, 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 Resolution 18).
The Company does not currently hold any shares in treasury.
The Board has no present intention of exercising these authorities other than in relation to the Company's employee share schemes, but the Board believes it is in the best interests of the Company to have these authorities so that the Board can 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 guidelines issued by institutional investors.
The authorities sought in paragraphs (a) and (b) of 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 in 2018 or 31 August 2018, 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 next year's annual general meeting (or, if earlier, until the close of business on 31 August 2018 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 next year's annual general meeting (or, if earlier, until the close of business on 31 August 2018), 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 20 July 2016, the Directors were given the authority to issue equity securities of the Company and sell treasury shares in exchange for cash until the 2017 annual general meeting.
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, amongst 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 represented approximately 5% of the issued share capital as at 25 June 2017, 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 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 in taking 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 in 2018 or 31 August 2018, whichever is earlier.
106.2 In addition, any dividend or other sum may be paid by cheque, warrant or similar financial instrument sent by post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the register in respect of the shares at his address as appearing in the register or addressed to such person and at such address as the holder (or joint holders) may in writing direct. Every cheque, warrant or similar financial instrument shall, unless the holder (or joint holders) otherwise directs, be made payable to the holder or, in the case of joint holders, to the holder whose name stands first on the register in respect of the shares, and shall be sent at his or their risk and payment of the cheque, warrant or similar financial instrument by the financial institution on which it is drawn shall constitute a good discharge to the Company.
106.3 In respect of the payment of any dividend or other sum, the Directors may decide, and notify the holder (or joint holders), that:
The Directors may for this purpose decide that different methods of payment may apply to different holders or groups thereof.
106.4 If:
the dividend or other sum shall be treated as unclaimed for the purposes of these Articles.
The purpose of Resolution 21 is to amend the dividend payment provisions contained in Article 106 of the Company's Articles of Association. The ICSA Registrars' Group published guidance on this area in March 2014 and the new Article 106 is intended to reflect the recommendations set out in that guidance. Historically, companies have used three distribution channels, CREST, cheques and BACS for making dividend payments. If this resolution is passed, the amended Articles of Association will give the Company greater flexibility to elect to use different distribution channels for the payment of dividends, including by electronic means.
A copy of the Company's Articles of Association showing the amendments proposed by Resolution 21 will be available for inspection at the Company's registered office during normal business hours from the date of posting of this Notice until the close of the Meeting and will also be available for inspection at the Meeting from at least 15 minutes prior to the start of the Meeting until the close of the Meeting.
Under the Companies Act 2006, 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 not less than 14 clear days' notice. This additional flexibility would only be used in limited and timesensitive 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 2017 Annual Report and Financial Statements, read with the 2017 Clinical Services Report and the 2017 Sustainable Development Report published on the Company's website at www.mediclinic.com, will serve as the Committee's feedback to the Company's shareholders on the matters within its mandate at the Meeting. Any specific questions to the Committee may be sent to the Company Secretary prior to the Meeting. Certain South African subsidiaries of the Company are required to appoint a social and ethics committee in terms of the South African 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 South African Companies Act.
By order of the Board.
Company Secretary
Mediclinic International plc 1st Floor, 40 Dukes Place, London, EC3A 7NH 23 June 2017
Resolution 5 – Jurgens Myburgh Chief Financial Officer Nationality: South African Committee memberships: Disclosure Committee, Investment Committee
Jurgens Myburgh was appointed as an executive director and Chief Financial Officer of the Company on 1 August 2016. Prior to joining the Mediclinic Group, he served as the Executive Vice President of Investment Banking at The Standard Bank of South Africa Limited; and since 2014 as the Chief Financial Officer at Datatec Limited, an international information and communications technology group.
Qualifications: He holds an Honours degree in Accounting from the University of Johannesburg (B.Comm. (Hons)); and is a qualified Chartered Accountant with the South African Institute of Chartered Accountants.
Resolution 6 – Danie Meintjes
Chief Executive Officer Nationality: South African Committee memberships: Clinical Performance and Sustainability Committee, Disclosure Committee, Investment Committee
Danie Meintjes was appointed as an executive director and Chief Executive Officer of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as the Chief Executive Officer of Mediclinic International Limited from 2010. He served in various management positions in the Remgro group before joining the Mediclinic Group in 1985 as the Hospital Manager at Mediclinic Sandton. He was appointed as a member of Mediclinic's Executive Committee in 1995 and as a director in 1996. He was seconded to serve as a senior executive of the Group's operations in Dubai in 2006 and appointed as the Chief Executive Officer of Mediclinic Middle East in 2007.
Qualifications: He holds an Honours degree in Industrial Psychology from the University of the Free State; and completed the Advanced Management Program at Harvard Business School.
Resolution 7 – Dr Edwin Hertzog
Non-executive Chairman Nationality: South African Committee memberships: Clinical Performance and Sustainability Committee (Chairman), Investment Committee (Chairman), Nomination Committee (Chairman)
Dr Edwin Hertzog* was appointed as the non-executive Chairman of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as the non-executive Chairman of Mediclinic International Limited. As a specialist anaesthesiologist, he was commissioned by the then Rembrandt group (now Remgro) in 1983 to undertake a feasibility study on the establishment of a private hospital group, and three years later, in 1986, Mediclinic International Limited (then named Medi-Clinic Corporation Limited) was listed on the JSE. He was appointed as the first Managing Director of Mediclinic International Limited upon its establishment in 1983. He then served as executive Chairman of the company from 1992 until August 2012, when he retired from his executive role, but remained on the Board as nonexecutive Chairman. He also serves as the non-executive Deputy Chairman of Remgro and was a non-executive director of the Distell, Total (SA) and Trans Hex groups. He was also Chairman of the Hospital Association of South Africa and the Council of Stellenbosch University.
Qualifications: M.B.Ch.B.; M.Med.; F.F.A. (SA); and Ph.D. (honoris causa)
* Dr Edwin Hertzog's non-executive directorships listed above qualify as his other significant commitments, for the purposes of Provision B.3.1 of the UK Corporate Governance Code.
Resolution 8 – Jannie Durand Non-executive director Nationality: South African Committee memberships: Investment Committee, Nomination Committee
Jannie Durand* was appointed as a non-executive director of the Company on 15 February 2016 following the successful Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as a non-executive director of Mediclinic International Limited since 2012. He joined the Rembrandt group in 1996 and in 2012 was appointed as the Chief Executive Officer of Remgro Limited, which holds a 44.56% interest in the Company. In his current role, with more than 20 years' experience in the investment industry, he acts as a non-executive director of various companies, including Distell Group Limited, FirstRand Limited, RCL Foods Limited and RMI Holdings Limited.
Qualifications: He holds an Honours degree in Accountancy from the University of Stellenbosch (B.Acc. (Hons); a Masters of Philosophy in Management Studies from Oxford University (M.Phil. (Management Studies)); and is also a qualified Chartered Accountant with the South African Institute of Chartered Accountants.
* Pieter Uys, the Head of Strategic Investment at Remgro Limited, is appointed as the alternate director to Jannie Durand since 7 April 2016. Prior to joining Remgro, he was a founding member and ultimately became the Chief Executive Officer of the Vodacom group, one of the leading mobile networks in Africa. Qualifications: He holds a M.Eng. (Electrical) degree and an MBA from the University of Stellenbosch.
Resolution 9 – Alan Grieve Independent non-executive director Nationality: British Committee memberships: Audit and Risk Committee, Disclosure Committee (Chairman), Investment Committee
Alan Grieve was appointed as an independent non-executive director of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as an independent non-executive director of Mediclinic International Limited from 2012. He is a non-executive director of Reinet Investments Manager S.A., having served as its Chief Executive Officer from 2012 to 2014 and Chief Financial Officer from 2008 to 2011. He was the Director of Corporate Affairs of Compagnie Financière Richemont S.A. Prior to joining Richemont in 1986, he worked with the predecessor firms of PricewaterhouseCoopers and Ernst & Young.
Qualifications: He holds an Honours degree in Business Administration from Heriot-Watt University, Edinburgh (B.A. (Hons)); and is also a member of the Institute of Chartered Accountants of Scotland.
Resolution 10 – Seamus Keating Independent non-executive director Nationality: British Committee memberships: Audit and Risk Committee, Disclosure Committee, Investment Committee
Seamus Keating was appointed as an independent non-executive director of the Company (then Al Noor Hospitals Group plc) on 5 June 2013 and continues to serve as a director of the Company following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in February 2016. He has over 20 years' experience in the global technology sector in both finance and operational roles and was a main board director of Logica plc from 2002 until April 2012, having joined Logica as Group Finance Director in 1999. He was Chief Financial Officer of Logica plc from 2002 until 2010 when he became Chief Operating Officer and head of its Benelux operations. Prior to his role at Logica plc, he worked for the Olivetti Group from 1989 until 1999 in senior finance roles in the UK and Italy. He was non-executive director and chairman of the audit committee of Mouchel plc from November 2010 to September 2012. He is currently Chairman of First Derivatives plc and a non-executive director of BGL Group Limited. He has been chairman of Mi-pay Group plc since April 2014.
Qualifications: He is a fellow of the Chartered Institute of Management Accountants.
Resolution 11 – Prof Dr Robert Leu
Independent non-executive director Nationality: Swiss Committee memberships: Clinical Performance and Sustainability Committee, Nomination Committee, Remuneration Committee
Prof Dr Robert Leu was appointed as an independent non-executive director of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as an independent non-executive director of Mediclinic International Limited since 2010. He is professor emeritus of the University of Bern in Switzerland. Complementary to his academic career as full professor in economics at the Universities of St. Gallen and Bern, he acted as economic adviser to executive and legislative bodies on all policy levels in Switzerland and to international institutions, in particular to the World Health Organisation, the Organisation for Economic Co-operation and Development and the World Bank. He is a director of Visana AG since 2009 and has served as the Vice-President of the company since 2014, is President of the Alliance for a Free Health Care System in Switzerland since 2013, and a director of Medgate Integrated Care Holding AG in Switzerland since May 2017. He was a prior director of Hirslanden AG and past President of Arcovita AG.
Qualifications: He holds a Masters degree in Economics; and a Doctorate in Economics (Ph.D.), both from the University of Basel.
Resolution 12 – Nandi Mandela Independent non-executive director Nationality: South African Committee membership: Clinical Performance and Sustainability Committee
Nandi Mandela was appointed as an independent non-executive director of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, she served as an independent non-executive director of Mediclinic International Limited since 2012. She has been a director of Linda Masinga & Associates, a town planning and consultancy firm since 2003. Prior to that, she was employed by the Tongaat-Hulett Group from 1992 to 1997, before joining BP where she worked in various sales and public affairs positions from 1997 to 2003.
Qualifications: She holds a Bachelor's degree in Social Science from the University of Cape Town (B.Soc.Sc.); completed the Associate in Management programme at the University of Cape Town; and obtained a Certificate in Strategic Management from the New York New School University.
Resolution 13 – Trevor Petersen
Independent non-executive director Nationality: South African Committee memberships: Audit and Risk Committee, Nomination Committee, Remuneration Committee (Chairman)
Trevor Petersen was appointed as an independent non-executive director of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as an independent non-executive director of Mediclinic International Limited from 2012. In 1996, he resigned from the University of Cape Town to take up a partnership in the merged firm of PricewaterhouseCoopers Inc. He served as a partner of the national firm from 1997 to 2009 and served as the Partner-in-Charge of Cape Town and as Chairman of the Western Cape Region. He is an independent non-executive director on the boards of Petmin Ltd and Media24 (Pty) Ltd (a subsidiary of Naspers Ltd). He has served on professional membership associations such as the South African Institute of Chartered Accountants, and was elected as the Chairman of the national body in 2006 and 2007.
Qualifications: He holds an Honours degree in Finance from the University of Cape Town (B.Comm. (Hons)); and is also a qualified Chartered Accountant with the South African Institute of Chartered Accountants.
Resolution 14 – Desmond Smith
Senior Independent Director Nationality: South African Committee memberships: Audit and Risk Committee (Chairman), Nomination Committee
Desmond Smith was appointed as an independent non-executive director of the Company on 15 February 2016 following the Combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. Prior to the Combination, he served as an independent non-executive director of Mediclinic International Limited from 2008 and as the Lead Independent Director from 2010. He was the Chief Executive Officer of the Sanlam Group from April 1993 to December 1997 and of the Reinsurance Group of America (South Africa) from March 1999 to March 2005. He is the present Chairman of both companies. He has served on various boards and was president of the Actuarial Society of South Africa (1996) and the International Actuarial Association (2012).
Qualifications: He holds a Bachelor of Science (B.Sc.) degree; a fellow of the Actuarial Society of South Africa; a Fellow of the Institute of Actuaries (London); and completed an International Senior Managers Program at Harvard Business School.
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.
Computershare Investor Services (Pty) Ltd Proxies Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 PO Box 61051, Marshalltown, 2107, 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
A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website at www.mediclinic.com.
Mediclinic International plc (incorporated and registered in England and Wales) Company number: 08338604
Mediclinic International plc, 40 Dukes Place, London, EC3A 7NH, United Kingdom Postal address: PO Box 456, Stellenbosch, 7599 Tel: +44 20 7954 9600 Fax: +44 20 7954 9886 Ethics Line: +27 12 543 5332 / Toll-free 0800 005 316 (South Africa only) / [email protected] E-mail: [email protected] Website: www.mediclinic.com
FTSE sector: Health Care Equipment & Services ISIN code: GB00B8HX8Z88 SEDOL Number: B8HX8Z8 EPIC Number: MDC LEI: 2138002S5BSBIZTD5160 Primary listing: London Stock Exchange (share code: MDC) Secondary listing: JSE Limited (share code: MEI) Secondary listing: Namibian Stock Exchange (share code: MEP)
Dr Edwin Hertzog (Chairman) (South African), Danie Meintjes (Chief Executive Officer) (South African), Jurgens Myburgh (Chief Financial Officer) (South African), Jannie Durand (ne) (South African), Alan Grieve (ind ne) (British), Seamus Keating (ind ne) (Irish), Prof Dr Robert Leu (ind ne) (Swiss), Nandi Mandela (ind ne) (South African), Trevor Petersen (ind ne) (South African), Desmond Smith (Senior Independent Director) (South African), Pieter Uys (alternate to Jannie Durand) (South African)
Capita Company Secretarial Services Limited Ms Victoria Dalby Tel: +44 20 7954 9600 E-mail: [email protected]
Mr James Arnold Head of Investor Relations 14 Curzon Street, London, W1J 5HN, United Kingdom Tel: +44 20 3786 8180/1 E-mail: [email protected]
Capita Asset Services (up to Friday, 18 August 2017) The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU Tel: 0871 664 0300 (UK only) or +44 371 664 0300 (if dialling from outside the UK)
Computershare (from Monday, 21 August 2017) The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom Tel: +44 370 703 6022 E-mail: [email protected]
South Africa: Computershare Investor Services (Pty) Ltd Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 • PO Box 61051, Marshalltown, 2107 Tel: +27 11 370 5000
Namibia: Transfer Secretaries (Pty) Ltd 4 Robert Mugabe Avenue, Windhoek • PO Box 2401, Windhoek Tel: +264 61 227 647
PricewaterhouseCoopers LLP, London
Corporate broker: Morgan Stanley & Co International plc JSE (South Africa) sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited) NSX (Namibia) sponsor: Simonis Storm Securities (Pty) Ltd
UK legal advisors: Slaughter and May SA legal advisors: Cliffe Dekker Hofmeyr Inc.
New Bridge Street
E-mail: [email protected]
Rosewood London Hotel 252 High Holborn London WC1V 7EN United Kingdom Tel: +44 20 7781 888
The nearest London underground station is Holborn, which is a short walk (500 feet/140 metres) along High Holborn to the Rosewood London Hotel.
www.mediclinic.com
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