MDMG.L Regulatory News (MDMG)

MD Medical Group Announcement of the Annual General Meeting

23 March 2020, Moscow - MD Medical Group Investments Plc ("MD Medical Group", "MDMG" or the "Company" - LSE: MDMG), a leading Russian private healthcare provider, announces that at a meeting on March 20, 2020 the Board of Directors of MD Medical Group Investments Plc called an Annual General Meeting of shareholders to be held on 23 April 2020 at Lapino hospital, Lapino 111, Odinzovskiy district, Moscow Region, Russian Federation at 10.00 am Moscow time, to consider and, if thought fit, pass resolutions 1 to 6 which will be proposed as ordinary resolutions, being items of ordinary business.

1. To receive and consider the consolidated financial statements of the Company for the financial year ended 31 December 2019, together with the reports of the directors and independent auditors.

2. To appoint KPMG as the 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 appoint Mr Tony Maher as independent non-executive director of the Company with an annual gross remuneration of RUB 4,000,000 to hold such office until the conclusion of the annual general meeting of the Company to be held in 2021.

4. To appoint Ms Tatiana Lukina as independent non-executive director of the Company with an annual gross remuneration of RUB 615,000 to hold such office until the conclusion of the annual general meeting of the Company to be held in 2021.

5. To appoint Mr Vitaly Ustimenko as non-executive director of the Company with an annual gross remuneration of RUB 944,000, to hold such office until the conclusion of the annual general meeting of the Company to be held in 2021.

6. The payment of a dividend, out of the profits made during the year 2019, in the amount of RUB 8.50 per share, as proposed in the directors' report be and is hereby approved. Subject to shareholders' approval of the dividend at the annual general meeting of shareholders of the Company, the dividend record date is set as April 30, 2020. The Global Depository Receipts will be marked as ex-dividend on April 29, 2020. The pay date for GDR holders is set as May 26, 2020. The payment shall be made in USD at the rate of the Central Bank of Russia on the 20 March 2020.

The record date to participate the Annual General Meeting of shareholders shall be 20 March 2020.

Under the Russian Tax Code, dividends paid by Russian companies are subject to the following tax rates:

1. 15% as a general rule;

2. A reduced rate may be applied in the case of Russian tax residents and residents of foreign jurisdictions whose Governments have signed a double taxation treaty ("DTT") with the Government of Russia.

Detailed information regarding dividend taxation and applicable reduction according to the Russian Tax Code is listed in Appendix 1.

Appendix 1

DIVIDEND TAXATION PROCEDURES

MD Medical Group has been a Russian tax resident since 1 January 2015, and pays dividends in line with the Russian Tax Code.

Under the Russian Tax Code, dividends paid by Russian companies:

1) Are generally subject to a tax rate of 15%.

2) A reduced rate may be applied in the case of Russian tax residents and residents of foreign jurisdictions whose Governments have signed a double taxation treaty ("DTT"). 

MD Medical Group acts as a tax agent and withholds tax in order to transfer it to the Russian tax authorities when paying dividends.

Shareholders have the right to reclaim taxation withheld by the Company from the Russian tax authorities, or to apply to MDMG for reduced tax rate treatment. Shareholders should provide documents including but not limited to the following in order to apply for reduced tax rate treatment:

1. Documents confirming ownership of shares or GDRs of the Company as of 30 April 2020 (the record date for eligibility to receive the dividend);

2. Certificate of tax residency (or other similar document);

3. Statutory documents for legal entities or notarial copy of the passport for natural persons;

4. Letter of guarantee confirming that that person is the beneficial recipient of the dividend;

5. Documents confirming the credentials of the signatory of the letter of guarantee.

6. Other documents, confirming the right on reduced rate in accordance with DTT.

Originals of the documents confirming the right to receive reduced taxation rates on the dividends should be sent to the Company no later than 19 May 2020. Scanned copies of the relevant documents may be sent to the Company in the first instance to verify that the documents are correct and sufficient to allow application of the reduced tax rates.

MD Medical Group reserves the right to demand any additional documents or information necessary to confirm the right of an investor to receive the dividend with taxation applied at the reduced rate.

In the event that the necessary documents or information are not provided on time or in full, the Company in accordance with the Russian Tax Code is obliged to apply taxation at 15% when paying the dividend. In this case shareholders have the right to apply independently to reclaim taxation from the Russian tax authorities.

This announcement contains inside information.

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About MD Medical Group

MD Medical Group is a leading provider in the highly attractive Russian private healthcare service market. The company manages 42 modern healthcare facilities, including 6 hospitals and 36 out-patient clinics in Moscow and the Moscow Region, St. Petersburg, Ufa, Perm, Samara and the Samara Region, Irkutsk, Novosibirsk, Irkutsk, Yaroslavl, Ryazan, Kostroma, Novokuznetsk, Krasnoyarsk, Omsk, Barnaul, Vladimir, Tyumen, Voronezh, Nizhny Novgorod, Volgograd, Tula, Kazan, Vladivostok, Krasnodar and Rostov on Don.

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.