The results of the Extraordinary general meeting
31 August 2023 – MD Medical Group Investments Plc (“MD Medical Group,” “MDMG,” the “Group” or the “Company” – MOEX: MDMG), a leading Russian private healthcare provider, announces that the Company held its Extraordinary General Meeting of shareholders (“EGM”).
The EGM was held at Lapino hospital, Lapino 111, Odinzovskiy district, Moscow region, Russian Federation on 31 August 2023 at 10.00 a.m. local time, and had a 75.02% quorum with 56,355,556 shares present.
The EGM passed the following special resolutions by a majority of members:
1. To resolve that the Articles of Association of the Company be and hereby amended by adding Regulation 149 as follows:
149. The Company may, at any time, in accordance with the provisions of the Law, transfer its legal seat outside the Republic of Cyprus and continue to exist under the laws of another approved jurisdiction, provided that the laws of such jurisdiction allow for the transfer of the Company’s legal seat.”
2. To approve that the Company proceeds with removal from the Register of the Registrar of Companies in Cyprus and transferring its registered office to Special Administrative Region of Oktyabrskiy Island, Kaliningrad Region, Russian Federation (“SAR”) and registration as a continuing company under the legal regime of the Russian Federation without being dissolved and without being re-incorporated.
The Company will continue its activities in SAR under the name of MD Medical Group Investment International Public Joint-stock Company. The Company will continue having the same business activities, which mainly are the activities of a holding company. The head office of the Сompany in SAR is proposed to be established not earlier than 4 months, but not later than 9 months from the date of the current resolution.
3. To approve that the Company applies to the Registrar in accordance with the provisions of the Companies Law, Cap.113 for the Registrar’s consent to continue its existence as a legal entity in a jurisdiction outside the Republic of Cyprus by transferring its registered office from the Republic of Cyprus to Special Administrative Region of Oktyabrskiy Island, Kaliningrad Region, Russian Federation.
4. To authorize the Board of Directors to approve any documents, applications and declarations of the Company required for the transferring of the Company’s registered office to the Russian Federation.
5. To authorize any one of the directors and/or the secretary of the Company to take all necessary actions on behalf of the Company to give effect to the above resolutions.
6. To consider and approve the separate interim financial statements the Company for the period ending 30 June 2023.
The Company intends to maintain Global Depositary Receipts (the “GDRs”) program and the current listing of the Company’s GDRs on Moscow Exchange.
Completion of the redomiciliation procedure is subject to certain regulatory approvals, and there can be no guarantee that these will be granted. In addition, potential legislative or regulatory changes may affect or change the process of achieving the intended objectives.
The Minutes of the EGM are available for viewing at the office of the Company at office 9-2, bld. 3, 6 Azovskaya str., Moscow, Russian Federation and will be available at the Corporate Information Disclosure Center, located at https://e-disclosure.ru/portal/files.aspx?id=38301&type=8, in due course.
About MD Medical Group
MD Medical Group is a leading provider in the Russian private healthcare service market. The Company manages 49 modern healthcare facilities, including 10 hospitals and 39 out-patient clinics in 26 regions of Russia. In 2022, MD Medical Group's revenue amounted to RUB 25.2 bln while EBITDA amounted to RUB 7.9 bln. The Company's GDRs are traded on Moscow Exchange (MOEX: MDMG).