CONSOLIDATED ADMINISTRATORS' REPORT
MED LIFE GROUP
YEAR ENDED 31 DECEMBER 2022
Table of Contents
2. 2022 Developments .................................................................................. 6
2.1. Acquisitions completed in 2022 ............................................................ 6
2.2. Organic growth ................................................................................. 8
3. Credit facilities contracted by the Group ....................................................... 9
4. Financial Analysis ................................................................................... 10
5. Main Financial Indicators ......................................................................... 14
6. Outlook for 2023 and mid-term ................................................................ 14
7. Non-Financial Information ....................................................................... 14
7.1. General presentation of the Group's activity ......................................... 14
7.2. Business Model ............................................................................... 15
7.3. Strategy and results ......................................................................... 15
7.4. People and resources ....................................................................... 16
7.5. Quality Standards ............................................................................ 16
7.6. Principles for respecting human rights ................................................. 17
7.7. Anti-Bribery and Anti-Corruption principles .......................................... 17
7.8. Corporate Social Responsibility .......................................................... 17
7.9. Research ........................................................................................ 18
8. Corporate Governance ............................................................................ 18
8.1. Corporate governance statement ....................................................... 18
8.2. Shareholding structure ..................................................................... 19
8.3. The shares evolution on the Bucharest Stock Exchange ......................... 19
8.4. The Management of the Company ...................................................... 19
8.5. Audit Committee ............................................................................. 21
8.6. Remuneration Committee ................................................................. 22
8.7. Internal Control - Internal Audit function ............................................. 22
8.8. The activity of MedLife from the Investors Relations perspective ............. 22
9. Risk exposure and risk management ......................................................... 23
10. Corporate events ................................................................................... 24
10.1. Corporate events during 2022 ........................................................... 24
10.2. Subsequent events to the reporting period .......................................... 25
MED LIFE GROUP
CONSOLIDATED ADMINISTRATORS' REPORT AS AT 31 DECEMBER 2022
(all amounts are expressed in RON, unless otherwise specified)
1. Presentation of the Group
Med Life S.A. ("MedLife" or the "Parent Company", or the "Company") is a joint-stock company incorporated in 1996, in accordance with the laws and regulations of Romania, with its headquarters in Bucharest, 365, Calea Grivitei, with a share capital of RON 33,217,623, with a nominal share value of 0.25 RON.
The Company's activity resides in the performance of healthcare services activities through medical centres with national coverage.
MedLife, together with its subsidiaries ("MedLife Group" or the "Group"), is offering a large range of medical service, with a network of 34 hyperclinics, 64 clinics, 11 hospitals - located in Bucharest, Arad, Sibiu, Brasov, Cluj and Ploiesti, 36 laboratories, 23 pharmacies and 18 dental clinics. The Group has also more than 170 private clinic partners around Romania.
Medlife is the leading private health care services provider in Romania, having a significant market share at a national level.
List of the entities part of MedLife Group as at 31 December 2022 and 1 January 2022 are presented below: (ownership percentage):
No.
Entity
Main activity
Location
31 December 2022
1 January 2022
1 2 3 4 5 6 7
Policlinica de Diagnostic Rapid SA
Medical Services
Brasov, Romania
83% 83%
Medapt SRL (indirect)* Histo SRL (indirect)* Policlinica de Diagnostic Rapid Medis SRL (indirect)*
Medical Services Medical Services
Medical Services
Brasov, Romania Brasov, Romania Sfantu Gheorghe, Romania
83% 83%
50% 50%
66% 66%
Bahtco Invest SA
Med Life Ocupational SRL
Development of building projects Medical Services
Bucharest, Romania Bucharest, Romania
100% 100%
100% 100%
Pharmalife-Med SRL
Distribution of Pharmaceutical Products in specialised stores
Bucharest, Romania
100% 100%
8
Med Life Broker de Asigurare si Reasigurare SRL
9
Accipiens SA
10
Genesys Medical Clinic SRL (indirect)*
11
12
Bactro SRL (indirect)* Transilvania Imagistica SA (indirect)*
Insurance broker Rental activities Medical Services Medical Services Medical Services
Bucharest, Romania Arad, Romania Arad, Romania Deva, Romania Oradea, Romania
99% 99%
83% 73%
83% 73%
83% 73%
83% 73%
13
Biofarm Farmec SRL (indirect)*
Distribution of Pharmaceutical Products in specialised stores
Arad, Romania
100% 100%
14
15
RUR Medical SA (indirect)* Biotest Med SRL
Medical Services
16
Vital Test SRL
17
Centrul Medical Sama SA
Medical Services Medical Services Medical Services
Brasov, Romania Bucharest, Romania Iasi, Romania Craiova, Romania
83% 83%
100% 100%
100% 100%
90% 90%
18
Ultratest SA (direct si indirect)*
Medical Services
Craiova, Romania
92% 92%
19
Diamed Center SRL
20
Prima Medical SRL
Medical Services Medical Services
Bucharest, Romania Craiova, Romania
100% 100%
100% 100%
21
22
23
Stem Cells Bank SA Dent Estet Clinic SA Green Dental Clinic SRL (indirect)*
Medical Services Dental healthcare
Timisoara, Romania Bucharest, Romania
100% 100%
60% 60%
Dental healthcare
Bucharest, Romania
31% 31%
24
25
Dentist 4 Kids SRL (indirect)* Dent A Porter SRL (indirect)*
Dental healthcare Dental healthcare
Bucharest, Romania Bucharest, Romania
60% 60%
31% 31%
26 27 28
Dentestet Kids SRL (indirect)*
Dental healthcare
Bucharest, Romania
32% 32%
Aspen Laborator Dentar SRL (indirect)*
Centrul Medical Panduri SA
Dental healthcare Medical Services
Bucharest, Romania Bucharest, Romania
45% 45%
100% 100%
Page | 3
CONSOLIDATED ADMINISTRATORS' REPORT AS AT 31 DECEMBER 2022
MED LIFE GROUP
(all amounts are expressed in RON, unless otherwise specified)
No.
Entity
29
Almina Trading SA
30
Anima Specialty Medical Services SRL
31
Anima Promovare si Vanzari SRL (indirect)*
32
33
34
Valdi Medica SA Clinica Polisano SRL Solomed Clinic SA
35
36
37
Solomed Plus SRL (indirect)* Ghencea Medical Center SA Sfatul medicului SRL
38
39
40
RMC Dentart (indirect)* RMC Medical (indirect)* RMC Medlife
41
42
Badea Medical SRL Oncoteam Diagnostic SA
43
Centrul medical Micromedica SRL
44
Micromedica Targu Neamt SRL (indirect)*
45
Micromedica Bacau SRL (indirect)*
46
Micromedica Roman SRL (indirect)*
47
48
Medrix Center SRL (indirect)* Spitalul Lotus SRL
49
50
Labor Maricor SRL (indirect)* Centrul Medical Matei Basarab SRL (indirect)*
51
Pharmachem Distributie SRL
52
CED Pharma SRL (indirect)*
53
Leti Pharm 2000 SRL (indirect)*
54
Monix Pharm SRL (indirect)*
55 56 57
KronDent SRL (indirect)* Medica SA
Dent Estet Ploiesti SRL (indirect)*
58 59 60
The Lab Stomestet SRL (indirect)*
Stomestet SRL (indirect)*
Stomestet Plus SRL (indirect)*
61
Costea Digital Dental SRL (indirect)*
62 63 64
Expert Med Centrul Medical Irina (indirect)*
MNT Healthcare Europe SRL MNT Asset Management SRL (indirect)*
65
Clinica Life-Med SRL (indirect)*
66 67 68
Pro Life Clinics SRL (indirect)*
Onco Card SRL (indirect)*
Onco Card Invest SRL (indirect)*
69
Tomorad Expert SRL (indirect)*
Main activity
Medical Services
Medical Services
Medical Services
Medical Services Medical Services Medical Services Medical Services Medical Services Medical Platform Dental healthcare Medical Services Holding
Medical Services Medical Services
Medical Services
Medical Services
Medical Services
Medical Services
Medical Services Medical Services Medical Services
Medical Services
Distribution of Pharmaceutical Products
Distribution of Pharmaceutical Products in specialised storesDistribution of Pharmaceutical Products in specialised storesDistribution of Pharmaceutical Products in specialised stores
Dental healthcare
Medical Services
Dental healthcare
Dental healthcare Dental healthcare Dental healthcare
Dental healthcare
Medical Services Medical Services Holding
Medical Services
Medical Services Medical Services Holding
Medical Services
Location
Targoviste, Romania
Bucharest, Romania
Bucharest, Romania
Cluj, Romania Sibiu, Romania Pitesti, Romania Pitesti, Romania Bucharest, Romania Bucharest, Romania Budapesta, Ungaria Budapesta, Ungaria Budapesta, Ungaria Cluj, Romania Bucharest, Romania Piatra Neamt, Romania Targu Neamt, Romania
Bacau, Romania
Roman, Romania
Roznov, Romania Ploiesti, Romania Bacau, Romania
Bucharest, Romania
Bucharest, Romania
Bucharest, RomaniaBucharest, RomaniaBucharest, Romania
Brasov, Romania Sibiu, Romania
Ploiesti, Romania
Cluj, Romania Cluj, Romania Cluj, Romania
Oradea, Romania
Galati, Romania Ilfov, Romania Bucharest, Romania
Bucharest, Romania
Iasi, Romania Brasov, Romania Brasov, Romania
Sfantu Gheorghe, Romania
31 December 2022
1 January 2022
90% 80%
100% 100%
100% 100%
55% 55%
100% 100%
80% 80%
80% 80%
100% 100%
100% 100%
81% 51%
81% 51%
81% 51%
65% 65%
79% 75%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
75% 75%
100% 100%
100% 100%
100% 100%
36% 36%
60% 60%
31% 31%
36% 36%
36% 36%
36% 36%
36% 36%
76% 76%
50% 0%
50% 0%
100% 0%
60% 0%
83% 0%
83% 0%
66% 0%
MED LIFE GROUP
CONSOLIDATED ADMINISTRATORS' REPORT AS AT 31 DECEMBER 2022
(all amounts are expressed in RON, unless otherwise specified)
31 December 1 JanuaryNo. Entity
Main activity
Location
2022
2022
70
IT Repair SRL (indirect)*
Medical Services
71
72
Medici's SRL * Micro-Medic SRL *
73
74
Sweat Concept One SRL * OptiCristal Consult SRL (indirect)*
Medical Services Medical Services Wellness
Targu Mures, Romania Timisoara, Romania Timisoara, Romania Bucharest, Romania
50% 0%
80% 0%
80% 0%
60% 0%
Medical Services
Brasov, Romania
50% 0%
75
Alinora Optimex SRL (indirect)*
Medical Services
Brasov, Romania
50% 0%
76
77
Medicris SRL (indirect)* Triamed SRL (indirect)*
Medical Services Medical Services
Oradea, Romania Oradea, Romania
83% 0%
83% 0%
78
SC M-Profilaxis SRL (indirect)* Medical Services
79
80
VitaCare Flav SRL (indirect)* Dent Estet Genesys SRL (indirect)*
81
Aspire Dental SRL (indirect)*
82
Sanopass SA
Medical Services Medical Services Dental healthcare Medical Platform
Timisoara, Romania Pitesti, Romania Arad, Romania
80% 0%
80% 0%
71% 0%
Bucharest, Romania Targoviste, Romania
60% 0%
51% 0%
*These companies are subsidiaries in other subsidiaries in the Group and are included in the consolidation as they are controlled by the entities which are subsidiaries of the ultimate parent
Business Model
MedLife Group business model is focused on providing medical services to clients, both natural and legal persons. The Group seeks to capture the private healthcare spending of these clients throughout all stages of the medical act: prevention, diagnosis and treatment, by offering a wide range of medical services delivered in modern, high-quality facilities, by professional teams of doctors, nurses and support personnel. The Group places great emphasis on the quality of the services offered to its patients, operating an IT infrastructure and customer service and sales operations that has served over 5.5 million unique patients, representing over 1 in 4 Romanians.
The Group divides its operations into six main business lines:
• Corporate: The Corporate business line offers HPPs (health prevention packages) to corporate clients as part of their employee benefit packages. These programmes, which focus on prevention through regular check-ups and access to diagnostic services, complement the legally required occupational health services that corporate clients also contract from the Group as the Standard HPP.
The Group has a portfolio of over 800,000 HPPs patients.
The HPPs offered by the Group consist of the following:
- Mandatory occupational health services, which mainly include the provision of annual employee check-ups and more specific services depending on the client's industry. Many companies begin by purchasing occupational health services under the "Standard" HPP and then add benefits under broader HPPs from the same provider for certain or all of their employees, providing an upselling opportunity for the occupational health provider.
- More general, "prevention oriented" health plans, providing expanded access to general practitioners and certain specialists in the Group's clinics and as well as specified laboratory tests and diagnostic imaging for higher end packages. The specific services vary depending on the type of package.
• Clinics: The Clinics business line includes the Group's ambulatory clinics and diagnostic imaging services. Clinics offer general practitioner and specialist consultations, diagnostic imaging services, and some of the clinics also offer day-inpatient services.
The Group's clinics provide a wide range of services delivered mainly in two formats:
- Hyper clinics, a format pioneered by the Group in Romania, consisting of large facilities with more than 20 medical offices and surface areas of more than 1,000 sqm. It is a one-stop-shop for clinical examinations and imaging. This format is designed for larger urban areas, with a population over 175,000 inhabitants. Hyper clinics would usually include on site a broad range of imaging services such as radiology, bone density - DEXA, CT, MRI, 2D-4D ultrasounds and Mammography; in the case of new openings, such services may be included in the hyper clinics' offering gradually. Hyper clinic locations also host the services of other business lines, such as sampling points for laboratories or pharmacies.
- Clinics, offering a range of treatments from general practitioner services to specialists, are aimed at servicing the core needs of the Group's HPP patients, but also FFS patients and patients opting for services subsidised by the National Health Insurance House. The Group's clinics typically have between 5 and 12 medical offices, although smaller satellite clinics are in operation to address specific market situations. Clinics are designed for smaller cities or to serve specific
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Med Life SA published this content on 27 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2023 22:18:11 UTC.