MD Medical Group "Mother and Child" Russia Moscow

Notes to the Notice of the Annual General Meeting


(1) Any person appearing as a member in the register of members of the Company on the record date (a “Member”) is entitled to attend the Meeting. The record date for determining the right to attend the Meeting is 19th of March, 2021.

(2) A Member of the Company entitled to attend at the Meeting is entitled to appoint one or more proxies to attend and, where applicable, vote instead of him/her. Such proxy need not be a Member of the Company and can be a natural or legal person

(3) A Member wishing to appoint more than one proxy may do so by one or more instruments. The presence at the Meeting of the person mentioned first on the instrument appointing a proxy shall preclude any other person mentioned therein from attending and so on.

(4) In the case of joint holders, the vote of the senior who tenders a vote at the Meeting, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority is determined by the order in which the names stand in the Company’s register of members.

(5) The instrument for appointing a proxy, which is attached and is also available on the Company’s website, must be deposited at the registered office of the Company’s branch at office 9-2, bld. 3, 6 Azovskaya Str., 117149, Moscow, Russian Federation, or sent to , at least 48 hours before the time of the Meeting. Members are urged to confirm that the proxy form has been received by calling Mrs. Darya Aleksandrova at +7 (495) 139-87-40 (ext. 16358).

(6) The instrument appointing a proxy must be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or attorney duly authorised.

(7) Members and/or their proxies who will attend the Meeting are requested to carry with them their identity card or other proof of identification.

(8) Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise any person, natural or legal, to act as its representative at the Meeting and the person so authorised is entitled to exercise the same powers on behalf of such corporation as that corporation could exercise if it were an individual Member of the Company.

(9) The articles of association of the Company do not provide for participation in the Meeting by electronic means or voting by correspondence without the Member attending the Meeting in person or by proxy at the place where the Meeting is held.


(10) Resolutions put to the vote at the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or by at least one Member present in person or by proxy.

(11) A poll demanded on the election of the chairman or on a question of adjournment is taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the Meeting directs, and any business other than that upon which a poll has been demanded may proceed, pending the taking of a poll. The demand for a poll may be withdrawn. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(12) On a show of hands every Member present in person or by proxy has one vote. On a poll every Member present in person or by proxy has one vote for each share of which he is the holder. On a poll a Member or proxy entitled to more than one vote need not use all of his/her votes or cast all the votes he/she uses in the same way.

(13) An ordinary resolution is passed by a simple majority of the votes cast by Members entitled to vote at the Meeting who are present in person or by proxy. The chairman of the Meeting does not have a second or casting vote.


(14) As at the date of this notice, the total issued share capital of the Company is USD 6.010.000 divided into 75.125.010 shares of USD 0,08 each.

(15) A copy of this notice, the form of the instrument to be used for the appointment of a proxy and the consolidated financial statements of the Company for the financial year ended 31 December 2020 are available on the Company’s website Hard copies may also be collected from the Company’s registered office.


For example

To: MD Medical Group Investments Plc (the “Company”)

Dimitriou Karatasou, 15 ANASTASIO BUILDING, 6th floor, Flat/Office 601, Strovolos, 2024, Nicosia, Cyprus

We/Me, ________, being a shareholder of the Company hereby appoint ______ of ____ as our/my proxy to vote for us/me or on our/my behalf at the Annual General Meeting of the Company, to be held on Thursday, 22 of April 2021 and at any adjournment thereof.

Signed this ______

For and on behalf of