MedservRegis Plc

AGM Information • Jun 11, 2021

COMPANY ANNOUNCEMENT MEDSERV P.L.C. (THE "COMPANY")

Outcome of the resolutions proposed to the AGM

Date of Announcement	11 June 2021
Reference	241/2021
Listing Rule	LR 5.16.18

Quote

The annual general meeting of the Company was held on the 11 June 2021 on a remote basis in terms of the Companies Act (Public Companies - Annual General Meetings) Regulations (S.L. 386.23) on the 11 June 2021. A recording of the said meeting is available for viewing on the following link.

Appointment of Directors

The Company had seven vacancies for Directors. Seven valid nominations were received from each of Anthony J Duncan, Anthony S Diacono, Joseph Zammit Tabona, Carmelo sive Karl Bartolo, Laragh Cassar, Etienne Borg Cardona and Kevin Rapinett. Pursuant to the provisions of Article 55.3 of the Company's Articles of Association, where there are as many nominations as there are vacancies on the Board, then each person nominated shall be automatically appointed a Director. Accordingly, no election for directors is required.

Resolutions

At the said Annual General Meeting, the shareholders considered and approved the following resolutions:

Ordinary Business

Ordinary Resolutions

• 1. that the Consolidated Financial Statements for the financial period ended 31 December 2020 and the Directors' and Auditors' report thereon be hereby received and approved; and
• 1. that the appointment of KPMG as auditors of the company be hereby approved and that the Board of Directors be hereby authorized to fix their remuneration.
• 1. That the Remuneration Report published as part of the Annual Report be and is hereby approved.

Special Business

Ordinary Resolution

Subject to the completion of all conditions precedent as set out in the share purchase agreement dated 12 April 2021 entered into by and between:

• a) the Company,
• b) Abacus (Seychelles) Limited, acting as trustee and in representation of the Doc Trust, a trust created and existing under the laws of Seychelles,
• c) Abacus (Seychelles) Limited, acting as trustee and in representation of the Siger Trust, a trust created and existing under the laws of Seychelles,
• d) Safyr Utilis Corporate and Trust Services Ltd, acting as trustee and in representation of the Renaissance Trust, a trust created and validly created under the laws of Mauritius,
• e) Docob Limited, a company incorporated in Mauritius with company number 178883, with registered office at C/o Oak Management (Mauritius) Limited 1st Floor, Block B, Ruisseau Creole Complex La Mivoie, Black River 90625 Mauritius ("DOCOB"),
• f) David O'Connor and Olivier Bernard

to approve

• i) the acquisition by the Company of 77,090,000 shares (the Regis Shares) in the capital of Regis Holdings Limited, a company incorporated in Mauritius with registration number 120300, and whose registered office is situated at 1st Floor, Block B, Ruisseau Creole, Complex, Black River 90625, Mauritius (Regis) (and constituting the entire issued share capital of Regis) from DOCOB; and
• ii) to approve the issuance and allotment (without first offering same to the existing shareholders in proportion to their current holdings) of 47,893,229 ordinary shares in the Company with a nominal value of €0.10c and with a share premium value of €0.58c per share (the Medserv Shares) in favour of DOCOB in consideration of the acquisition of the Regis Shares
• iii) to authorise the Directors to carry out any transaction and execute any document required or advisable pursuant to the above, including the application for listing of the Medserv Shares with the Listing Authority.

Extraordinary Resolution

Subject to the completion of all conditions precedent as set out in the share purchase agreement dated 12 April 2021 above described, to:

• a) change the name of the Company from Medserv plc to MedservRegis plc and to update the memorandum and articles of association of the Company accordingly;
• b) increase the number of directors on the board of directors of the Company from seven to eight and thus delete Clause 6 of the Memorandum of Association and replace it with the following:

"6. The board of Directors of the Company shall consist of not less than two (2) and not more than eight (8) Directors, of which at least three (3) shall be nonexecutive directors."

The Directors will notify the market once the above mentioned conditions precedent to the share purchase agreement dated 12 April 2021 have been duly satisfied by the parties thereto, and therefore, as a result of which the resolutions described under the item 'Special Business' shall be put into effect.

Unquote

Laragh Cassar Company Secretary