MD Medical Group announcement of the Annual General Meeting
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25 March 2019, Moscow – MD Medical Group Investments Plc (“MD Medical Group”, “MDMG” or the “Company” – LSE: MDMG), a leading Russian private healthcare provider, announces that at a meeting on March 22nd, 2019 the Board of Directors of MD Medical Group Investments Plc called an Annual General Meeting of shareholders to be held on 23 April 2019 at Lapino hospital, Lapino 111, Odinzovskiy district, Moscow Region, Russian Federation at 10.00 am Moscow time, to consider and, if thought fit, pass resolutions 1 to 5 which will be proposed as ordinary resolutions, being items of ordinary business and resolution 6 proposed as special resolution.
- To receive and consider the consolidated financial statements of the Company for the financial year ended 31 December 2018, together with the reports of the directors and independent auditors.
- To appoint KPMG as the auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board of Directors to determine the remuneration of the auditors.
- To appoint Mr. Vitaly Ustimenko as non-executive director of the Company with an annual gross remuneration of RUB 944,000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2020.
- To appoint Ms. LiubovMalyarevskaya as independent non-executive director of the Company with an annual gross remuneration of RUB 615,000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2020.
- The payment of a dividend, out of the profits made during the year 2018, in the amount of RUB 10.65 per share, as proposed in the directors’ report be and is hereby approved. Subject to shareholders’ approval of the dividend at the annual general meeting of shareholders of the Company, the dividend record date is set as May 24, 2019. The Global Depository Receipts will be marked as ex-dividend on May 23, 2019. The pay date for GDR holders is set as June 25, 2019. The payment shall be made in USD at the rate of the Central Bank of Russia on the 22 March 2019.
- To approve the merger plan of MD Medical Group Investments PLC and Ivicend Holding Limited due to which the whole of the undertaking of and property of Ivicend Holding Limited is to be transferred to MD Medical Group Investments PLC; the effect and consequence of which is, inter alia, the dissolution, without winding up of Ivicend Holding Limited.
The record date to participate the Annual General Meeting of shareholders shall be 22 March 2019.
Under the Russian Tax Code, dividends paid by Russian companies are subject to the following tax rates:
- 15% as a general rule;
- A reduced rate may be applied in the case of Russian tax residents and residents of foreign jurisdictions whose Governments have signed a double taxation treaty (“DTT”) with the Government of Russia.
Detailed information regarding dividend taxation and applicable reduction according to the Russian Tax Code is listed in Appendix 1.
This announcement contains inside information.
For further information please contact:
MD Medical Group Investments Plc
Tel: +7 495 331 4120
Tom Blackwell: +7 919 102 9064
Sergii Pershyn: +1 929 855 8188
About MD Medical Group
MD Medical Group is a leading provider in the highly attractive Russian private healthcare service market. The company manages 41 modern healthcare facilities, including 5 hospitals and 36 out-patient clinics in Moscow and the Moscow Region, St. Petersburg, Ufa, Perm, Samara and the Samara Region, Irkutsk, Novosibirsk, Irkutsk, Yaroslavl, Ryazan, Kostroma, Novokuznetsk, Krasnoyarsk, Omsk, Barnaul, Vladimir, Tyumen, Voronezh, Nizhny Novgorod, Volgograd, Tula, Kazan, and Vladivostok.
The Company’s shares have been listed on the London Stock Exchange (LSE ticker “MDMG”) in the form of Global Depositary Receipts (GDRs) since 12 October 2012.
This press release contains forward looking statements, which are based on the Company’s current expectations and assumptions and may involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. The forward looking statements contained in this press release are based on past trends or activities and should not be taken that such trends or activities will continue in the future. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially, including, but not limited to: conditions in the market, market position of the Company, earnings, financial position, cash flows, return on capital and operating margins, anticipated investments and economic conditions; the Company’s ability to obtain capital/additional finance; a reduction in demand by customers; an increase in competition; an unexpected decline in revenue or profitability; legislative, fiscal and regulatory developments, including, but not limited to, changes in environmental and health and safety regulations; exchange rate fluctuations; retention of senior management; the maintenance of labour relations; fluctuations in the cost of input costs; and operating and financial restrictions as a result of financing arrangements.No statement in this press release is intended to constitute a profit forecast, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. Each forward looking statement relates only as of the date of the particular statement.
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