MD Medical group announcement of the Extraordinary general meeting
9 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 at a meeting on 9 August 2023 the Board of Directors of MD Medical Group Investments Plc called an Extraordinary General Meeting of shareholders to be held on 31 August 2023 at Lapino hospital, Lapino 111, Odintsovskiy district, Moscow Region, Russian Federation at 10.00 am Moscow time, to consider and, if thought fit, pass 6 resolutions proposed as special:
1. To resolve that the Articles of Association of the Company be and hereby amended by adding Regulation 149 as follows:
“REDOMICILIATION
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.
Holders of depositary receipts as of 11 August 2023 can submit voting instructions until 24 August 2023, inclusive. 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.
For more information on submitting voting instructions, please visit https://www.mcclinics.ru/investors/presentations/.
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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).