Announcement of the Annual General Meeting
MD Medical Group Investments Plc (“MD Medical Group”, “MDMG” or the “Company” – LSE: MDMG), Russia’s leading provider of private women’s and children’s healthcare, announces that at a meeting on April 23rd, 2013 the Board of Directors of MD Medical Group Investments Plc called an Annual General Meeting of shareholders to be held at Poseidon Conference room, Amathus Beach Hotel, Amathus Avenue, Limassol, Cyprus on 7 June 2013 at 10 a.m. (Cyprus time), to consider and, if thought fit, pass resolutions 1 to 12, being items of ordinary business as follows:
1. To receive and consider the consolidated financial statements of the Company for the financial year ended 31 December 2012, together with the reports of the directors and independent auditors.
2. To re-appoint KPMG Limited as 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.
3. To re-appoint Mr. Apollon Athanasiades as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company with an annual gross remuneration of EUR 2,000.
4. To re-appoint Mr. Kirill Dmitriev as a director of the Company, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2016, with an annual gross remuneration of USD 100,000.
5. To re-appoint Dr. Kurtser as a director of the Company, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2016, without any remuneration.
6. To re-appoint Dr. Elena Mladova as a director of the Company, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2016, without any remuneration.
7. To re-appoint Ms. Elia Nicolaou as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 2,000.
8. To re-appoint Mr. Angelos Paphitis as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company with an annual gross remuneration of EUR 4,000.
9. To re-appoint Mr. Andreas Petrides as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 4,000.
10. To re-appoint Mr. Simon Rowlands as a director of the Company, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2016, with an annual gross remuneration of GBP 90,000.
11. To re-appoint Mr. Marios Tofaros as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 3,000.
12. To approve the dividend, out of the profits made during the year 2012, in the amount of 0.13 USD per share, as proposed in the directors’ report.
Subject to shareholders’ approval of the dividend at the annual general meeting of shareholders of the Company, the dividend record date is set as 7 June 2013. The Global Depository Receipts will be marked as ex-dividend on 5 June 2013. The pay date for GDR holders is set as 12 June 2013.
Annex to the Notice of Annual General Meeting:
Brief biographies of the candidates for the Board of Directors
Mr. Athanasiades was appointed as an executive director in August 2012. He is currently a Director at Amicorp (Cyprus) Ltd mainly dealing with business structuring, a position he has held since April 2010. He previously held positions in the internal audit department of Louis PLC and worked in compliance and finance at PricewaterhouseCoopers Ltd (Cyprus), A.N. Athanasiades & Co. (Cyprus) and Messrs Auerbach Hope (UK). He holds a BA in Accounting, Finance and Economics from the University of Manchester and is a qualified accountant.
Mr. Dmitriev is CEO of the Russian Direct Investment Fund, a $10 billion fund established by the Russian government to make equity investments primarily in the Russian economy. Before being asked by the Russian government to run the fund, he was president of Icon Private Equity and co-managing partner and CEO of Delta Private Equity Partners. Previously Dmitriev was an investment banker at Goldman Sachs in New York and a consultant at McKinsey & Co. Mr Dmitriev holds a B.A. from Stanford University and an M.B.A. from Harvard Business School.
Dr. Kurtser is the founder of MD Medical Group and became Chairman in August 2012. Dr Kurtser began his career as a graduate assistant to the associate professor at the obstetrics and gynaecology department of the Pirogov Medical University. From 1994 to 2012, was Head of the Family Planning and Reproductive Centre, the largest public obstetrics hospital in Moscow. Since 2003, Dr Kurtser has been the Chief Obstetrician and Gynaecologist of the City of Moscow. He holds a degree in medicine from Pirogov Medical University in addition to a postdoctoral degree in medicine. Dr Kurtser remains actively involved in the Group’s healthcare practice and day-to-day operations.
Dr. Mladova joined the Board of Directors in August 2012 having been appointed as Chief Executive Officer earlier in the year. She joined the Group in 2008 as Head of the Infertility Treatment and IVF Department at PMC, where she was responsible for the introduction of various infertility and IVF treatments. Previously, Dr Mladova worked as an obstetrician and gynaecologist in the Family Planning and Reproductive Centre in Moscow. She graduated from the Lomonosov Moscow State University with a degree in primary care medicine.
Ms. Nicolaou was appointed as an executive director in August 2012. She also acts as the company secretary. Ms Nicolaou is currently the Managing Director and Director of Legal and Corporate Services at Amicorp (Cyprus) Ltd. Previously, Ms Nicolaou worked as the head of the corporate legal department at Polakis Sarris LLC and as a lawyer at C. Patsalides LLC. She is a member of the board of directors and audit committees of Globaltrans Investment Plc and company secretary of Globaltrans Investment Plc. She also sits on various boards of the Cyprus Chamber of Commerce. She holds a master’s degree in commercial and corporate law from University College London and an MBA from the Cyprus International Institute of Management.
Mr. Paphitis was appointed as a non-executive director in April 2013. He is an attorney at law, Founder and Managing Director of the Law Firm, A G Paphitis & Co LLC. Angelos holds a Master’s degree on Commercial & Corporate Law (LLM) from University College London, of the University of London; he is qualified as a Barrister-at-Law in England and Wales (member of Gray's Inn), and he was admitted to the Cyprus Bar Association in 2004. Angelos specialises on Company law and Corporate advisory, Financial Services Advisory, International Tax Planning and Trusts, and has experience in corporate structuring, M&A, dispute resolution and litigation, Property law and IP, and Foreign Investment law in Cyprus and abroad.
Mr. Petrides was appointed as a non-executive director in April 2013. He is the Managing Director of the ASG Premier Audit Services Limited. Prior to joining ASG, he was Senior Supervisor at KPMG. He has a Masters in Management - Concentration in Finance from the University of Arizona and is a member of the Institute of Chartered Accountants in England and Wales. He has experience in acting as the external auditor of public companies in various industries. In addition he specialises in local and international tax planning as well as in investment and corporate valuation.
Mr. Rowlands was appointed as an independent non-executive director in September 2012. His other current appointments include non-executive directorships at Spire Healthcare, Avio and Enserve. Mr Rowlands is a Founding Partner of European private equity firm Cinven Partners where he established and led the healthcare team and was involved in a number of transactions including General Healthcare Group, Spire Healthcare and Classic Hospitals in the UK, USP in Spain and Générale de Santé in France. In July 2012, Mr Rowlands became Senior Adviser at Cinven. Prior to joining Cinven, Mr Rowlands worked with an international consulting firm on multi-disciplinary engineering projects in the UK and southern Africa. He has an MBA in Business, a BSc in engineering and is a chartered engineer.
Mr. Tofaros was appointed as an executive director in August 2012. He is currently a director of the client accounting department of Amicorp (Cyprus) Ltd., a position he has held since 2008. Previously, Mr. Tofaros held the positions of financial accountant at Depfa Investment Bank Ltd from 2004 until 2008 and financial officer at Louis Catering Ltd from 2003 to 2004. Prior to that, he held various positions in the audit department at KPMG Cyprus. Mr. Tofaros holds a Master’s degree in business studies from the University of Kent and is a chartered certified accountant.
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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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