26 Mar 2014 15:20
MD MEDICAL GROUP
ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING
26 March 2014, Moscow, Russia - MD Medical Group Investments Plc ("MD Medical Group", "MDMG" or the "Company" - LSE: MDMG), Russia's leading provider of private women's and children's healthcare, announces that at a meeting on March 26th, 2014 the Board of Directors of MD Medical Group Investments Plc called an Annual General Meeting of shareholders to be held at 84 Spyrou Kyprianou, 2nd floor, office # 7, Limassol 4004, Cyprus on 23 May 2014 at 9.30 am local time, to consider and, if thought fit, pass resolutions 1 to 8, being items of ordinary business as follows:
1. To receive and consider the consolidated financial statements of the Company for the financial year ended 31 December 2013, together with the reports of the directors and independent auditors.
2. To re-appoint KPMG Limited as auditors of the Company, 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 re-appoint Mr. Apollon Athanasiades as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company with an annual gross remuneration of EUR 2,000.
4. To re-appoint Ms. Elia Nicolaou as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 2,000.
5. To re-appoint Mr. Angelos Paphitis as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company with an annual gross remuneration of EUR 4,000.
6. To re-appoint Mr. Andreas Petrides as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 4,000.
7. To re-appoint Mr. Marios Tofaros as a director of the Company, to hold such office until the conclusion of the next annual general meeting of the Company, with an annual gross remuneration of EUR 3,000.
8. To approve the dividend, out of the profits made during the year 2013, in the amount of 0.07 USD per share, as proposed in the directors' report.
Subject to shareholders' approval of the dividend at the annual general meeting of shareholders of the Company, the dividend record date is set as May 23, 2014. The Global Depository Receipts will be marked as ex-dividend on May 21, 2014. The pay date for GDR holders is set as May 30, 2014.
Annex to the Notice of Annual General Meeting:
Brief biographies of the candidates for the Board of Directors
Apollon Athanasiades
Mr. Athanasiades was appointed as an executive director in August 2012. He is currently a Director at Amicorp (Cyprus) Ltd mainly dealing with business structuring, a position he has held since April 2010. He previously held positions in the internal audit department of Louis PLC and worked in compliance and finance at PricewaterhouseCoopers Ltd (Cyprus), A.N. Athanasiades & Co. (Cyprus) and Messrs Auerbach Hope (UK). He holds a BA in Accounting, Finance and Economics from the University of Manchester and is a qualified accountant.
Elia Nicolaou
Ms. Nicolaou was appointed as an executive director in August 2012. She also acts as the company secretary. Ms Nicolaou is currently the Managing Director and Director of Legal and Corporate Services at Amicorp (Cyprus) Ltd. Previously, Ms Nicolaou worked as the head of the corporate legal department at Polakis Sarris LLC and as a lawyer at C. Patsalides LLC. She is a member of the board of directors and audit committees of Globaltrans Investment Plc and company secretary of Globaltrans Investment Plc. She also sits on various boards of the Cyprus Chamber of Commerce. She holds a master's degree in commercial and corporate law from University College London and an MBA from the Cyprus International Institute of Management.
Angelos Paphitis
Mr. Paphitis was appointed as a non-executive director in April 2013. He is an attorney at law, Founder and Managing Director of the Law Firm, A G Paphitis & Co LLC. Angelos holds a Master's degree on Commercial & Corporate Law (LLM) from University College London, of the University of London; he is qualified as a Barrister-at-Law in England and Wales (member of Gray's Inn), and he was admitted to the Cyprus Bar Association in 2004. Angelos specialises on Company law and Corporate advisory, Financial Services Advisory, International Tax Planning and Trusts, and has experience in corporate structuring, M&A, dispute resolution and litigation, Property law and IP, and Foreign Investment law in Cyprus and abroad.
Andreas Petrides
Mr. Petrides was appointed as a non-executive director in April 2013. He is the Managing Director of the ASG Premier Audit Services Limited. Prior to joining ASG, he was Senior Supervisor at KPMG. He has a Masters in Management - Concentration in Finance from the University of Arizona and is a member of the Institute of Chartered Accountants in England and Wales. He has experience in acting as the external auditor of public companies in various industries. In addition he specialises in local and international tax planning as well as in investment and corporate valuation.
Marios Tofaros
Mr. Tofaros was appointed as an executive director in August 2012. He is currently a director of the client accounting department of Amicorp (Cyprus) Ltd., a position he has held since 2008. Previously, Mr. Tofaros held the positions of financial accountant at Depfa Investment Bank Ltd from 2004 until 2008 and financial officer at Louis Catering Ltd from 2003 to 2004. Prior to that, he held various positions in the audit department at KPMG Cyprus. Mr. Tofaros holds a Master's degree in business studies from the University of Kent and is a chartered certified accountant.
For further information please contact:
Investors Elena RomanovaMD Medical Group Investments PlcTel: +7 495 331 4357e.romanova@mospmc.ru
Media
EMMoscowTom Blackwell / Sergii Pershyn Tel: +7 495 363 2849MDMG@em-comms.com
Consilium Strategic CommunicationsLondonEmma Thompson / Matthew Neal Tel: +44 20 7920 2354MDMG@em-comms.com
About MD Medical Group
MD Medical Group operates in the highly attractive Russian private healthcare service market and has a leading position in high-quality women's health and paediatrics. The company manages 17 modern healthcare facilities, including 2 hospitals and 15 outpatient clinics in Moscow, St. Petersburg, Ufa, Perm, Samara and Samara region, Irkutsk and Yaroslavl. In addition, 3 franchised outpatient clinics operate in Kyiv, Ukraine.
The Company's main medical facilities are the Perinatal Medical Center (PMC), a 250-bed medical centre, which opened its doors in 2006, and Lapino hospital, a 182-bed medical centre, which opened at the end of 2012. In 2013, there were 3,816 deliveries in PMC and Lapino. The number of outpatient treatments for 2013 in PMC and the Company's outpatient clinics totalled 627,247. In March 2013, the Company began construction of its third hospital in Ufa. In April 2013 MD Medical Group completed the acquisition of the IDK Medical Company ("IDK"), a network of women's and children's health clinics located in the Russian region of Samara. In May 2013, the Company acquired Mother&Child clinic in Irkutsk, which had previously operated through a franchise agreement with MD Medical Group. The same month the Company completed a large-scale modernisation project of its Mother & Child Health Clinic in Moscow. In December 2013, a new outpatient clinic was opened in Yaroslavl which became the first healthcare facility in the region to provide IVF services.
The Company's shares have been listed on the London Stock Exchange (LSE ticker "MDMG") in the form of Global Depositary Receipts (GDRs) since 12 October 2012.
Forward-Looking Statements:
This press release contains forward looking statements, which are based on the Company's current expectations and assumptions and may involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. The forward looking statements contained in this press release are based on past trends or activities and should not be taken that such trends or activities will continue in the future. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially, including, but not limited to: conditions in the market, market position of the Company, earnings, financial position, cash flows, return on capital and operating margins, anticipated investments and economic conditions; the Company's ability to obtain capital/additional finance; a reduction in demand by customers; an increase in competition; an unexpected decline in revenue or profitability; legislative, fiscal and regulatory developments, including, but not limited to, changes in environmental and health and safety regulations; exchange rate fluctuations; retention of senior management; the maintenance of labour relations; fluctuations in the cost of input costs; and operating and financial restrictions as a result of financing arrangements.
No statement in this press release is intended to constitute a profit forecast, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. Each forward looking statement relates only as of the date of the particular statement.