MD Medical Group Extraordinary General Meeting Announcement
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 30 January 2024 the Board of Directors of MD Medical Group Investments Plc in connection with the preparation for the registration of the Company in Russia called an Extraordinary General Meeting of shareholders to be held on 20 February 2024 at Lapino hospital at 10.00 am Moscow time, to consider and, if thought fit, pass 13 resolutions proposed as special:
1. Change of the legal regime of its country of incorporation to the Russian Federation and its continuation as a body corporate in the Russian Federation in accordance with the Laws of the Russian Federation
2. Change of the personal law (lex societatis) of the Company from Cypriot law to Russian law with effect from the date of the registration of the Company as an international public joint-stock company in the Unified State Register of Legal Entities of the Russian Federation (hereafter – «from the date of the registration of the Company as an IPJSC»)
3. Replacement of current Memorandum and Articles of Association of the Company by the new charter from the date of the registration of the Company as an IPJSC4. Change of name of the Company from the date of the registration of the Company as an IPJSC as follows: International Public Joint-stock Company MD Medical Group Investments (the short name: MD Medical Group IPJSC)
5. With effect from the date of the registration of the Company as an IPJSC a) the par value of the Company’s shares shall be denominated in RUB, the par value of the Company’s shares in RUB shall be equivalent to the par value of the shares of the Company in USD at the official exchange rate set by the Bank of Russia as of January 30, 2024; b) the charter capital of the Company shall be denominated in RUB
6. With effect from the date of the registration of the Company as an IPJSC, conversion of the issued share capital of the Company from USD 6,010,000.80 divided into 75,125,010 ordinary shares of nominal value USD 0.08 each to RUB 538,550,161.6872 divided into 75,125,010 ordinary shares of nominal value RUB 7.168727. Appointment of the Joint-Stock Company "Interregional Registration Center" (Main State Registration Number 1021900520883) as the registrar that will maintain the shareholders’ register of the Company in Russia from the date of the registration of the Company as an IPJSC
8. Appointment of Mark Kurtser as chief executive officer of the Company from the date of the registration of the Company as an IPJSC
9. Change of residence of the Company to Oktyabrskiy Island, Kaliningrad City, Kaliningrad Region, Russian Federation from the date of the registration of the Company as an IPJSC
10. Approval of the Company’s obligations to make the investment in the territory of the Russian Federation in the amount of 50,000,000 RUB within one year after registration in the Russian Federation in a form stipulated by the laws of the Russian Federation
11. Appointment of the following persons as members of the board of directors of the Company with effect from the date of the registration of the Company as an IPJSC:
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Kalugin Sergey Borisоvich
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Kudimov Yury Aleksandrovich
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Kurtser Mark Arkadyevich
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Lukina Tatiana Borisovna
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Mekler Vladimir Aleksandrovich
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Ustimenko Vitaly Aleksandrovich
12. Authorization of the board of directors of the Company to approve the share prospectus and the resolution on issuance of the shares of the Company
13. Authorization of Mark Kurtser and Iya Lukyanova to fully represent the Company in the Russian Federation before any Russian authorities and make any decisions on any matters related to the registration of the Company as an IPJSC.
The record date for determining the right to attend the Meeting is 30 January 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 Russian private healthcare service market. The Company manages 55 modern healthcare facilities, including 11 hospitals and 44 out-patient clinics in 27 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).