AGM Information • Jun 22, 2018
AGM Information
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(incorporated and registered in England and Wales under number 08338604)
The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom Wednesday, 25 July 2018 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 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.
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 Wednesday, 25 July 2018 at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom, is included in 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 Monday, 23 July 2018. 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 |
|---|---|
| 2 | Notice of Annual General Meeting |
| 9 | Biographies of Directors |
| 15 | Shareholder Notes |
| 18 | Company Information |
| 20 | 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 Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom on Wednesday, 25 July 2018 at 15:00 (BST).
The formal notice convening the Meeting (the "Notice") is set out on pages 2 to 8 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.
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 carefully read the provisions included in the Shareholder Notes set out on pages 15 – 17 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.
Shareholders are 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 Jayne Meacham by email at [email protected] or telephone on +44 20 7954 9569. 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 2018, 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 and the Group's corporate governance practices.
The Board of Directors (the "Board" or the "Directors") believes that resolutions 1 to 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 benefi cial shareholdings.
Yours faithfully
Dr Edwin Hertzog Non-executive Chairman
Notice is hereby given that the 2018 annual general meeting (the "Meeting") of Mediclinic International plc (the "Company") will be held at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom on Wednesday, 25 July 2018 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 21 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 UK 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 2018 Annual Report and Financial Statements for the year ended 31 March 2018 ("2018 Annual Report"), 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 pages 130 to 159 in the 2018 Annual Report (excluding the Directors' Remuneration Policy). In accordance with the UK Companies Act 2006, 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.
The Board proposes a final cash dividend of 4.70 pence per share for the year ended 31 March 2018. If approved, the recommended final dividend will be paid on Monday, 30 July 2018 to all ordinary shareholders who are registered as such on the record date of Friday, 15 June 2018. Shareholders on the South African register will be paid the ZAR cash equivalent of 79.52400 cents per share (63.61920 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 24 May 2018, available on the Company's website at www.mediclinic.com.
To re-elect Mr Jurgens Myburgh, serving as the Chief Financial Officer of the Company, as a director of the Company.
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. Dr Van der Merwe, Dr Al Hashimi and Dr Harvey were appointed by the Board on 1 June 2018, 1 November 2017 and 3 October 2017 respectively, and will retire and seek election by the shareholders at the Meeting.
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 the directors appointed by the Board subsequent to the previous annual general meeting of the Company, are retiring and seek re-election at the Meeting.
The biographical details of all the Directors seeking election or re-election at the Meeting are set out on pages 9 to 14 of this Notice.
Mr Pieter Uys was appointed as an alternate director to Mr Durand on 7 April 2016. Mr Uys will continue that appointment beyond the Meeting without seeking election by shareholders. If the resolution to re-elect Mr Durand is not passed by shareholders at the Meeting, the alternate directorship of Mr Uys will cease immediately.
Following the external Board evaluation process concluded in March 2018 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 seeking re-election, as well as the election of Dr Van der Merwe, Dr Al Hashimi and Dr Harvey who were appointed since the last annual general meeting and seek election.
The Board considers Dr Al Hashimi, Mr Grieve, Dr Harvey, Mr Keating, Mr Petersen and Mr 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 election or 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 election or re-election of the independent non-executive directors (resolutions 5 to 6 and 10 to 13) 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 B.1.1 of the UK Corporate Governance Code.
As previously announced, the Board approved the appointment of Mr Meintjes as a non-executive director of the Company from 1 August 2018. The Board considers this appointment to be in the best interests of the Company, its shareholders and other stakeholders in view of the wealth of knowledge and experience he has gained over 30 years at Mediclinic. Mr Meintjes is standing for re-election as an executive director until 31 July 2018, whereafter he will continue as a non-executive director.
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 a general meeting or in such manner as the Company may determine in a 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 2019, or 31 August 2019, 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 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, as contemplated in the Act. 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. Although it is not the policy of the Company to make political donations, as contemplated 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. 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, 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. 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 reported in the 2018 Annual Report, Hirslanden has made payments to a number of political parties, institutions and associations in Switzerland which totalled CHF30 000 (2017: CHF8 000) during the financial year ended 31 March 2018. Contributing to political campaigns through third-party contributions is an official and standard practice in Switzerland. For the avoidance of doubt, these contributions are not considered political payments as contemplated in Part 14 of the Act.
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 next annual general meeting of the Company to be held in 2019, or 31 August 2019, 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 25 July 2017, which expires at the end of the 2018 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 23 May 2018, 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 excluding treasury shares as at 23 May 2018, 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 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 of the Company to be held in 2019, or 31 August 2019, 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 19 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 2019, or 31 August 2019, 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 2019, or 31 August 2019, 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 25 July 2017, the Directors were given the authority to issue equity securities of the Company and sell treasury shares in exchange for cash until the 2018 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, 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 23 May 2018, 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 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 to be held in 2019, or 31 August 2019, 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 not 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 2018 Annual Report, read with the 2018 Clinical Services Report and the 2018 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) ensuring 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, 71 of 2008.
By order of the Board.
Company Secretary
Mediclinic International plc 6th Floor, 65 Gresham Street, London, EC2V 7NQ 22 June 2018
Chief Executive Offi cer Nationality: South African Committee memberships: Clinical Performance and Sustainability Committee, Investment Committee
Dr Ronnie van der Merwe was appointed as an executive director and Chief Executive Offi cer of the Company on 1 June 2018. He is a specialist anaesthetist who worked in the medical insurance industry before joining the Group in 1999 as Clinical Manager. He established the Clinical Information, Advanced Analytics, Health Information Management and Clinical Services functions at Mediclinic, and subsequently served as the Mediclinic Group's Chief Clinical Offi cer. He was appointed as a director of Mediclinic International Limited in 2010 up to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited. He also serves as a non-executive director of Spire Healthcare Group plc from 24 May 2018.
Qualifi cations: Dr Van der Merwe holds a Bachelor of Medicine and Bachelor of Surgery from the University of Stellenbosch (MB,ChB); a Diploma in Anaesthetics from the College of Anaesthetists of South Africa (DA (SA)); the Fellowship of the College of Anaesthetists of South Africa (F.C.A. (SA)); and completed the Advanced Management Program at Harvard Business School.
Independent non-executive director Nationality: Emirati Committee membership: Clinical Performance and Sustainability Committee
Dr Muhadditha Al Hashimi was appointed as an independent non-executive director of the Company on 1 November 2017. She is also a member of the board of trustees and the Audit and Compliance Committee of the University of Sharjah, and a member of the board of trustees of the UAE Nursing and Midwifery Council and the UAE Genetics Diseases Association. She is the campus director of Higher Colleges of Technology Sharjah Women's College in the UAE. Prior to her current positions, Dr Al Hashimi held the position of executive Dean of the Faculty of Health Sciences, Higher Colleges of Technology; acting deputy vice-chancellor of Academic Aff airs at the Higher Colleges of Technology; Chief Executive Offi cer of the Mohammed Bin Rashid Al Maktoum Academic Medical Centre in Dubai; Deputy Chief Executive Offi cer of Tatweer LLC; Chief Executive Offi cer of Dubai Healthcare City (both members of Dubai Holding); and a director of education of the Harvard Medical School Dubai Centre.
Qualifi cations: Dr Al Hashimi obtained a Doctorate in Public Health from the University of Texas; a Master's degree in Clinical Laboratory Sciences from the University of Minnesota; and a Bachelor's degree in Medical Technology from the University of Minnesota.
Resolution 6: Dr Felicity Harvey CBE
Independent non-executive director Nationality: British Committee membership: Clinical Performance and Sustainability Committee (Chair)
Dr Felicity Harvey was appointed as an independent non-executive director of the Company on 3 October 2017. She serves as a Visiting Professor at the Institute of Global Health Innovation at Imperial College London; is a non-executive director of Guy's and St Thomas' NHS Foundation Trust in London; a Trustee of Royal Trinity Hospice in London; and a member of the WHO Independent Oversight & Advisory Committee for Health Emergencies. Previously, she served as Director-General of Public and International Health at the UK Department of Health; Director of the UK Prime Minister's Delivery Unit, then HM Treasury's Performance and Reform 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 Offi cer of the Department of Health of the United Kingdom. Dr Harvey was appointed CBE in 2008.
Qualifi cations: Dr Harvey qualifi ed in medicine in 1980; is an honorary fellow of the Royal College of Physicians; a fellow of the Faculty of Public Health; has an international MBA from Henley Management College; and has gained a Postgraduate Diploma in Clinical Microbiology at The Royal London Hospital College, University of London.
Chief Financial Offi cer Nationality: South African Committee membership: Investment Committee
Mr Jurgens Myburgh was appointed as an executive director and Chief Financial Offi cer of the Company on 1 August 2016. Prior to joining the Mediclinic Group, he served as Chief Financial Offi cer at Datatec Limited, an international information and communications technology group, which operates in over 60 countries, and before that worked at The Standard Bank of South Africa as Executive Vice President of Investment Banking.
Qualifi cations: Mr Myburgh holds an Honours degree in Accounting from the University of Johannesburg (B.Comm. (Hons)); and is a qualifi ed Chartered Accountant with the South African Institute of Chartered Accountants.
Resolution 8: Dr Edwin Hertzog
Non-executive Chairman Nationality: South African Committee memberships: Clinical Performance and Sustainability Committee, Investment Committee (Chair), Nomination Committee (Chair)
Dr Edwin Hertzog* was appointed as the non-executive Chairman of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, he served as a director of Mediclinic International Limited from 1983 and as the Chairman from 1992. As a specialist anaesthetist, 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 Medi-Clinic Corporation Limited) was listed on the JSE. He was appointed as the fi rst managing director of Mediclinic International Limited upon its establishment in 1983. He served as executive Chairman of Mediclinic from 1992 until August 2012 when he retired from his executive role, but remained on the Board as non-executive Chairman. He also serves as the non-executive deputy Chairman of Remgro and is a past Chairman of the council of the Stellenbosch University.
Qualifi cations: Dr Hertzog holds a Bachelor of Medicine and Bachelor of Surgery (MB,ChB); Fellowship of the Faculty of Anaesthesiologists (SA); and a Doctor of Philosophy (PhD) (honoris causa).
* Dr Hertzog's non-executive directorship of Remgro, as reported above, constitutes his other significant commitments for the purposes of Provision B.3.1 of the UK Corporate Governance Code.
Resolution 9: Mr Jannie Durand
Non-executive director Nationality: South African Committee memberships: Investment Committee, Nomination Committee
Mr Jannie Durand* was appointed as a non-executive director of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, he served as a non-executive director of Mediclinic International Limited from 2012. He joined the Rembrandt group in 1996 and was appointed as the Chief Executive Offi cer of Remgro Limited in 2012, 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.
Qualifi cations: Mr Durand holds an Honours degree in Accountancy from the University of Stellenbosch (B.Acc. (Hons)); a Master's of Philosophy in Management Studies from Oxford University (M.Phil. (Management Studies)); and is a qualifi ed Chartered Accountant with the South African Institute of Chartered Accountants.
* Mr Pieter Uys, the Head of Strategic Investment at Remgro Limited, is appointed as the alternate to Mr Durand since 7 April 2016. Prior to joining Remgro, Mr Uys was a founding member and ultimately became the Chief Executive Officer of the Vodacom group, one of the leading mobile networks in Africa.
Qualifications: Mr Uys holds an M.Eng. (Electrical) degree; and an MBA from the University of Stellenbosch.
Resolution 10: Mr Alan Grieve Independent non-executive director Nationality: British Committee memberships: Audit and Risk Committee, Investment Committee
Mr Alan Grieve was appointed as an independent non-executive director of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, he served as an independent non-executive director of Mediclinic International Limited from 2012 and served as a director of Medi-Clinic Switzerland AG (now Hirslanden AG) from 2008 to 2012. He served as Chief Financial Offi cer of Reinet Investments Manager S.A. and Reinet Fund Manager S.A. from 2008 to 2011 and Chief Executive Offi cer from 2012 until he retired in 2014. He remains on the Board of both companies as a non-executive director. He served as Company Secretary of Richemont, the Swiss luxury goods group, from 1998 to 2004 and as Director of Corporate Aff airs from 2004 to 2014. Prior to joining Richemont's predecessor companies in 1986, he worked with the international auditing fi rms now known as PricewaterhouseCoopers and Ernst & Young.
Qualifi cations: Mr Grieve holds a degree in Business Administration from Heriot-Watt University, Edinburgh; and is a member of the Institute of Chartered Accountants of Scotland.
Resolution 11: Mr Seamus Keating
Independent non-executive director Nationality: Irish Committee memberships: Audit and Risk Committee, Investment Committee, Remuneration Committee
Mr 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 2016. He has over 20 years' experience in the global technology sector in fi nance and operational roles, and was a main board director of Logica plc from 2002 until April 2012. He was Chief Financial Offi cer of Logica plc from 2002 until 2010 when he became Chief Operating Offi cer and head of its Benelux operations. Prior to his role at Logica plc, he worked for the Olivetti Group in senior fi nance roles in the UK and Italy. He served as 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, a non-executive director of BGL Group Limited, a non-executive director of Callcredit Information Group plc and a non-executive director of Mi-pay Group plc.
Qualifi cations: Mr Keating is a fellow of the Chartered Institute of Management Accountants.
Resolution 12: Mr Trevor Petersen
Independent non-executive director Nationality: South African Committee memberships: Audit and Risk Committee, Nomination Committee, Remuneration Committee (Chair)
Mr Trevor Petersen was appointed as an independent non-executive director of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, 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 fi rm of PricewaterhouseCoopers Inc. He served as a partner of the national fi rm 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 board of Media24 (Pty) Ltd (a subsidiary of Naspers Limited) and is currently the managing trustee of the Woodside Village Trust. He has served professional membership associations such as the South African Institute of Chartered Accountants, and was elected the Chairman of the National Body in 2006 and 2007.
Qualifi cations: Mr Petersen holds an Honours degree in Accountancy from the University of Cape Town (B.Comm. (Hons)); and is a qualifi ed Chartered Accountant with the South African Institute of Chartered Accountants.
Resolution 13: Mr Desmond Smith
Senior Independent Director Nationality: South African Committee memberships: Audit and Risk Committee (Chair), Nomination Committee
Mr Desmond Smith was appointed as an independent non-executive director of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, 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 Offi cer of the Sanlam Group from April 1993 to December 1997 and of the Reinsurance Group of America (South Africa) ("RGA(SA)") from March 1999 to March 2005. He is currently Chairman of RGA(SA) and retired as Chairman of Sanlam Group in June 2017. During his career, he has served on various boards and was president of both the Actuarial Society of South Africa (1996) and the International Actuarial Association (2012).
Qualifi cations: Mr Smith holds a Bachelor of Science (B.Sc.) degree; is a fellow of the Actuarial Society of South Africa; and completed an International Senior Managers Program at Harvard Business School.
Mr Danie Meintjes served as the Chief Executive Offi cer of the Mediclinic Group from 2010 up to his retirement on 1 June 2018, remaining on the Board as an executive director and availing himself for re-election as a director at the Company's annual general meeting on 25 July 2018. Subject to his re-election, he will remain on the Board as an executive director until 31 July 2018, whereafter he will serve as a non-executive director from 1 August 2018. He was appointed as an executive director and Chief Executive Offi cer of the Company on 15 February 2016. Prior to the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited in 2016, he served as the Chief Executive Offi cer of Mediclinic International Limited from 2010. He has served in various management positions in the Remgro group before joining the Mediclinic Group in 1985 as the hospital manager of 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 Offi cer of Mediclinic Middle East in 2007. He served as a non-executive director of Spire Healthcare Group plc from 2015, from which position he retired on 24 May 2018.
Qualifi cations: Mr Meintjes holds an Honours degree in Industrial Psychology from the University of the Free State; and completed the Advanced Management 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 plc The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom (Tel: +44 370 703 6022); or
Computershare Investor Services (Pty) Ltd Proxies Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa 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 Act, 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, 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom 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 (ne Chairman) (South African) Dr Ronnie van der Merwe (Chief Executive Officer) (South African) Jurgens Myburgh (Chief Financial Officer) (South African) Danie Meintjes (exec) (South Africa) Dr Muhadditha Al Hashimi (ind ne) (Emirati) Jannie Durand (ne) (South African) Alan Grieve (ind ne) (British) Dr Felicity Harvey (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)
Link Company Matters Limited Jayne Meacham Tel: +44 20 7954 9569 E-mail: [email protected]
James Arnold Head of Investor Relations 14 Curzon Street, London, W1J 5HN, United Kingdom Tel: +44 20 3786 8180/1 E-mail: [email protected]
Computershare Investor Services plc The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ Tel: +44 370 703 6022
Computershare Investor Services (Pty) Ltd Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 PO Box 61051, Marshalltown, 2107 Tel: +27 11 370 5000
Transfer Secretaries (Pty) Ltd 4 Robert Mugabe Avenue, Windhoek PO Box 2401, Windhoek Tel: +264 61 227 647
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.
New Bridge Street Deloitte LLP has been appointed from the 2018/19 financial year
FTI Consulting Tel: +44 20 3727 1000 E-mail: [email protected]
The Lincoln Centre 18 Lincoln's Inn Fields London WC2A 3ED United Kingdom Tel: +44 20 7936 1300
The nearest London underground station is Holborn, which is a short walk (0.2 miles/322 metres) from The Lincoln Centre. Exit Holborn Station and walk south on Kingsway towards Gate Street, turn left on to Remnant Street and take a slight left on to Lincoln's Inn Fields.
www.mediclinic.com
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