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Mediclinic, 24 July 2019

Controlling shareholderShareholders should note that, unlike most UK companies, Mediclinic has a controlling shareholder. Remgro Ltd. owns 44.56% of the share capital. There is a relationship agreement in place whereby Remgro Ltd is entitled, for every 10% of the issued share capital held, to appoint a director to Board, up to a maximum of three. The appointment of a third director is subject to the Board maintaining a majority of independent Non-Executive Directors.

Item 2: Advisory vote on the Remuneration ReportThe structure is satisfactory. Remuneration is weighted more towards rewarding long-term performance, the maximum STI award meets ECGS guidelines and the quantum is not excessive overall. However, the bonus is based on only one performance criteria and, for the second year in a row, a bonus has been paid when the Company has made a loss. Additionally, there are concerns over the severance agreement with the former CEO who continues to serve on the Board. We recommend shareholders oppose.

Mediclinic International


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