MD Medical Group Annual General Meeting Announcement - News — Group of companies "Mother and child"
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01.04.2024

MD Medical Group Investments Plc (“MD Medical Group,” “MDMG,” the “Group” or the “Company” – MOEX: MDMG), a leading Russian private healthcare provider, announces that at a meeting on 29 March 2024 the Board of Directors of MD Medical Group Investments Plc reviewed the Company’s 2023 operational and financial results, Status of  investment projects and relocation to Russia. The Board approved the Company’s consolidated financial statement for the period ended 31 December 2023.

The board of directors called an Annual General Meeting of shareholders to be held on 25 April 2024 at Lapino hospital at 10.00 am Moscow time, to consider and, if thought fit, pass 10 resolutions proposed as

  1. To receive and consider the consolidated financial statements of the Company for the financial year ended 31 December 2023, together with the reports of the directors and independent auditors;

  2. To appoint Joint Stock Company KEPT as the auditor of the Company for 2024, 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 appoint Mr. Vladimir Mekler as an independent non-executive director of the Company and the Chairman of the Board of Directors without remuneration, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  4. To appoint Mr. Mark Kurtser as an executive director of the Company without remuneration, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  5. To approve Mr. Sergey Kalugin as a senior independent non-executive director of the Company with an annual remuneration of RUR 4 000 000 to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  6. To appoint Mrs. Tatiana Lukina as an independent non-executive director of the Company with an annual gross remuneration of RUR 1 500 000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  7. To appoint Mr. Vitaly Ustimenko as an independent non-executive director of the Company with an annual gross remuneration of RUR 1 500 000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  8. To appoint Mr. Yury Kudimov as an independent non-executive director of the Company with an annual gross remuneration of RUB 1 500 000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2025;

  9. As proposed in the directors’ report the payment of a dividend out of the profits made during the year 2023 is not hereby approved due to the difficulties in making payments until the end of the Company’s redomiciliation process;

  10. To approve by the way of special resolution that the current Memorandum and Articles of Association of the Company shall be superseded by the new charter substantially in the form of the draft reviewed and considered by the shareholders from the date of registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation subject to minor amendments, modifications or additions thereto as the Directors may deem fit.

The record date for determining the right to attend the Meeting is 29 March 2024.

The RCS Issuer Services S.AR.L Depositary will provide an opportunity to submit instructions after registration on the Depositary's website https://rcsgroup.lu/signin/. The relevant information will be published on the Depositary's website. Holders of depositary receipts will also be able to submit instructions through their brokers and custodians through European clearing systems.

The notice and materials for the Extraordinary General Meeting are posted on the Company's website: https://www.mcclinics.com/investors/annualgeneralmeeting/.

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About MD Medical Group

MD Medical Group is a leading provider in the highly attractive Russian private healthcare service market. Today, the Company manages 55 state-of-the-art healthcare facilities, including 11 multidisciplinary hospitals and 44 out-patient clinics in 27 regions of the Russian Federation. In 2023, MD Medical Group's revenue amounted to RUB 27.6 bln while EBITDA amounted to RUB 9.2 bln. The Company's GDRs are traded on Moscow Exchange (MOEX: MDMG). 

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