Mediclinic International : Announcement of the 2022 Annual General Meeting poll results

Mediclinic International plc (Incorporated in England and Wales) Company Number: 08338604

LSE Share Code: MDC

JSE Share Code: MEI

NSX Share Code: MEP

ISIN: GB00B8HX8Z88

LEI: 2138002S5BSBIZTD5I60

South African income tax number: 9432434182 ('Mediclinic', the 'Company', or the 'Group')

29 July 2022

ANNOUNCEMENT OF THE 2022 ANNUAL GENERAL MEETING POLL RESULTS

Mediclinic announces that at its annual general meeting ('AGM') held on 28 July 2022, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution were as follows:

		Total	% of	Votes for	%	Votes	%	Votes
		shares	issued			against		withheld
		voted	share
			capital
			voted
	Ordinary resolutions
1.	To receive the	596,970,568	80.97%	596,967,610	100.00%	2,958	0.00%	1,159,715
	Company's annual
	accounts and reports
2	To approve the Directors'	598,012,431	81.11%	589,896,604	98.64%	8,115,827	1.36%	117,852
	Remuneration Report
3.	To approve the Directors'	598,012,550	81.11%	569,202,418	95.18%	28,810,132	4.82%	117,733
	Remuneration Policy
4.	To approve the	598,010,573	81.11%	573,537,947	95.91%	24,472,626	4.09%	119,710
	Mediclinic International
	plc 2022 Omnibus Share
	Plan
5.	To Declare a final cash	598,014,831	81.11%	597,924,068	99.98%	90,763	0.02%	115,452
	dividend of 3.00 pence
	per Ordinary share
6.	To elect Natalia	598,014,131	81.11%	597,690,478	99.95%	323,653	0.05%	116,152
	Barsegiyan as a director
7.	To elect Zarina Bassa as	598,014,131	81.11%	592,837,220	99.13%	5,176,911	0.87%	116,152
	a director
8.	To re-elect Dame Inga	598,007,131	81.11%	575,287,610	96.20%	22,719,521	3.80%	123,152
	Beale as a director
9.	To re-elect Dr Ronnie	598,014,131	81.11%	594,837,854	99.47%	3,176,277	0.53%	116,152
	van der Merwe as a
	director
10.	To re-elect Mr Jurgens	598,012,731	81.11%	596,892,792	99.81%	1,119,939	0.19%	117,552
	Myburgh as a director
11.	To re-elect Dr Felicity	598,013,056	81.11%	594,931,716	99.48%	3,081,340	0.52%	117,227
	Harvey as a director

		Total	% of	Votes for	%	Votes	%	Votes
		shares	issued			against		withheld
		voted	share
			capital
			voted
12.	To re-elect Dr	598,014,156	81.11%	597,020,547	99.83%	993,609	0.17%	116,127
	Muhadditha Al Hashimi
	as a director
13.	To re-elect Mr Jannie	598,014,455	81.11%	578,345,293	96.71%	19,669,162	3.29%	115,828
	Durand as a director
14.	To re-elect Mr Danie	598,014,876	81.11%	577,405,360	96.55%	20,609,516	3.45%	115,407
	Meintjes as a director
15.	To re-elect Dr Anja	598,013,056	81.11%	594,929,929	99.48%	3,083,127	0.52%	117,227
	Oswald as a Director
16.	To re-elect Mr Tom	598,013,056	81.11%	596,945,928	99.82%	1,067,128	0.18%	117,227
	Singer as a director
17.	To re-elect Mr Steve	598,013,056	81.11%	596,945,928	99.82%	1,067,128	0.18%	117,227
	Weiner as a director
18.	To re-appoint	598,015,580	81.12%	590,295,042	98.71%	7,720,538	1.29%	114,703
	PricewaterhouseCoopers
	LLP as the Company's
	auditor
19.	To authorise the Audit	598,014,245	81.11%	597,986,286	100.00%	27,959	0.00%	116,038
	and Risk Committee to
	determine the auditor's
	remuneration
20.	To authorise political	597,929,253	81.10%	498,464,252	83.37%	99,465,001	16.63%	201,030
	donations
21.	To authorise the directors	598,012,401	81.11%	457,826,531	76.56%	140,185,870	23.44%	117,882
	to allot ordinary shares
	Special resolutions
22.	To authorise the directors	597,972,551	81.11%	542,361,185	90.70%	55,611,366	9.30%	157,732
	to dis-apply statutory
	pre-emption rights
23.	To authorise the directors	597,972,101	81.11%	543,889,553	90.96%	54,082,548	9.04%	158,182
	to dis-applypre-emption
	rights for purposes of
	acquisitions or capital
	investments
24.	To approve the reduction	598,013,838	81.11%	571,047,986	95.49%	26,965,852	4.51%	116,445
	in minimum notice period
	for general meetings
	(other than annual
	general meetings)

Votes of shareholders excluding the controlling shareholder on election and re-election of independent non- executive directors

	Ordinary Resolutions	Total	% of	Votes for	%	Votes	%	Votes
		shares	issued			against		withheld
		voted	share
			capital
			voted
6.	To elect Natalia	269,516,243	65.94%	269,192,590	99.88%	323,653	0.12%	116,152
	Barsegiyan as a
	director
7.	To elect Zarina Bassa	269,516,243	65.94%	264,339,332	98.08%	5,176,911	1.92%	116,152
	as a director
8.	To re-elect Dame Inga	269,509,243	65.94%	246,789,722	91.57%	22,719,521	8.43%	123,152
	Beale as a director
11.	To re-elect Dr Felicity	269,515,168	65.94%	266,433,828	98.86%	3,081,340	1.14%	117,227
	Harvey as a director
12.	To re-elect Dr	269,516,268	65.94%	268,522,659	99.63%	993,609	0.37%	116,127
	Muhadditha Al Hashimi
	as a director
15.	To re-elect Dr Anja	269,515,168	65.94%	266,432,041	98.86%	3,083,127	1.14%	117,227
	Oswald as a Director
16.	To re-elect Mr Tom	269,515,168	65.94%	268,448,040	99.60%	1,067,128	0.40%	117,227
	Singer as a director
17.	To re-elect Mr Steve	269,515,168	65.94%	268,448,040	99.60%	1,067,128	0.40%	117,227
	Weiner as a director

Notes:

1. Any proxy appointments giving discretion to the Chair of the meeting have been included in the "For" total.
2. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
3. The Company's total ordinary shares in issue (total voting rights) as at 28 July 2022 was 737 243 810 shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.
4. As the Company has a controlling shareholder, Remgro Limited, as defined in the Financial Conduct Authority's Listing Rules ('Listing Rules'), each resolution to elect an independent non-executive director (Resolutions 6, 7, 8, 11, 12,15, 16 and 17) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (a) the shareholders of the Company as a whole; and (b) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution, excluding the controlling shareholder.

Statement regarding voting results

The Board notes that while Resolution 21 was passed with a majority of 76.56%, as in previous years, a number of our shareholders opposed this resolution.

The views of all shareholders are important to the Board. The Company will reflect carefully on the feedback already received on this matter and continue to engage with shareholders, to ensure its understanding of their views and Mediclinic will publish an update on that engagement within six months of the AGM.

In the interim, the Board notes that, the voting outcome on Resolution 21 reflects the prevailing institutional voting policies in South Africa. As a company with a primary premium listing on the London Stock Exchange ('LSE'), the Board considers it appropriate to seek authorities in line with the UK Investment Association's Share Capital Management Guidelines, which provide the Company with greater flexibility to respond to market developments and business opportunities as they arise. Many of the Group's South African institutional investors understand the Company's position but some operate under mandates that do not allow them to support this level of flexibility. Mediclinic will continue to engage with its South African

shareholders on this topic; however in view of the marked differences between UK and South African market practice in this area, it is likely that there will continue to be significant votes against this resolution.

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and is available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The complete poll results and details of proxy votes lodged before the AGM will be available shortly on the Investor Relations section of the Company's website at https://investor.mediclinic.com/regulatory-news.

About Mediclinic International plc

Mediclinic is a diversified international private healthcare services group, established in South Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the Middle East.

The Group's core purpose is to enhance the quality of life.

Its vision is to be the partner of choice that people trust for all their healthcare needs.

Mediclinic is focused on providing specialist-orientated,multi-disciplinary services across the continuum of care in such a way that the Group will be regarded as the most respected and trusted provider of healthcare services by patients, medical practitioners, funders and regulators of healthcare in each of its markets.

At 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case clinics and 22 outpatient clinics. The Swiss operations included 17 hospitals and four day case clinics with around 1 900 inpatient beds; Southern Africa operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two mental health facilities and 14 day case clinics (four of which operated by Intercare) across South Africa, and around 8 650 inpatient beds; and the Middle East operated seven hospitals, two day case clinics and 22 outpatient clinics with around 1 000 inpatient beds in the UAE. In addition, under management contract the Middle East will open a 200-bed hospital in the Kingdom of Saudi Arabia in 2023.

The Company's primary listing is on the London Stock Exchange ('LSE') in the United Kingdom ('UK'), with secondary listings on the JSE in South Africa and the Namibian Stock Exchange in Namibia.

Mediclinic also holds a 29.9% interest in Spire Healthcare Group plc, a leading private healthcare group based in the UK and listed on the LSE.

For further information, please contact:

Company Secretary, Link Company Matters Limited

Caroline Emmet

[phone]

Investor queries

James Arnold, Head of Investor Relations [e-mail]

[phone]

Media queries FTI Consulting

Ben Atwell/Ciara Martin - UK [phone]

Sherryn Schooling - South Africa [phone]

Registered address: 6th Floor, 65 Gresham Street, London, EC2V 7NQ, UK

Website: www.mediclinic.com

Corporate broker (United Kingdom): Morgan Stanley & Co International plc and UBS Investment Bank

JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)

NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd