MD Medical Group Investments Plc ("MD Medical Group," "MDMG," the "Group" or the "Company" - MOEX: MDMG), a leading Russian private healthcare provider, announces the results of its Extraordinary General Meeting («EGM») of shareholders.

The EGM of shareholders was held on 20 February 2024 at Lapino hospital at 10.00 am Moscow time and had a 74.74% quorum with 56,151,080 shares of issued share capital present. The EGM passed the following special resolutions by a majority of members:

1. To authorize and approve the 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. To approve the 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. To approve the 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 IPJSC

4. To approve the 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. To approve that 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, to approve 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 7.16872

7. To approve 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. To approve appointment of Mark Kurtser as chief executive officer of the Company from the date of the registration of the Company as an IPJSC

9. To approve the place of residence of the Company shall be changed to Oktyabrskiy Island, Kaliningrad City, Kaliningrad Region, Russian Federation from the date of the registration of the Company as an IPJSC

10. To approve 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. To confirm with effect from the date of the registration of the Company as an IPJSC the following persons shall continue to be members of the board of directors of the Company:

  • Kalugin Sergey Borisоvich

  • Kudimov Yury Aleksandrovich

  • Kurtser Mark Arkadyevich

  • Lukina Tatiana Borisovna

  • Mekler Vladimir Aleksandrovich

  • Ustimenko Vitaly Aleksandrovich

12. To authorize 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. To authorize 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 detailed information about the EGM resolutions are available at the Corporate Information Disclosure Center, located at: https://e-disclosure.ru/portal/company.aspx?id=38301.

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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 2023, MD Medical Group's revenue amounted to RUB 27.6 bln. The Company's GDRs are traded on Moscow Exchange (MOEX: MDMG).

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MD Medical Group Investments plc published this content on 20 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 10:53:02 UTC.