DISCOVERY LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Discovery Limited
(Registration number 1999/007789/06)
(Incorporated in the Republic of South Africa)
Ordinary share code: DSY
ISIN: ZAE000022331
(“Discovery”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 2014 annual general meeting (“AGM”) of the shareholders of Discovery held yesterday, 2 December
2014 all the ordinary and special resolutions proposed at the meeting were approved by the requisite
majority of votes. In this regard, Discovery confirms the voting statistics from the AGM as follows:


                                                                               
                             
                                                              
                                                                                    
                                                         
                                                                         
                             Votes carried disclosed                                 
                             as a percentage in                       Shares voted   Shares
                             relation to the total                    disclosed as   abstained                                   
                             number of shares voted at                a percentage   disclosed as                       
                             the meeting                              in relation    a percentage
                                                                      to the total   in relation                           
                                                        Number of     issued share   to the total
                                                        shares voted  capital        issued share               
                             For         Against                                     capital
                                                                                     
Ordinary Resolution Number
1 - Consideration of         100.00%     0.00%         462 698 636     78.18%         0.08%
annual financial
statements
Ordinary Resolution Number
2 – Re-appointment of        99.92%      0.08%         462 947 000     78,22%         0.04%
external auditor
Ordinary Resolution Number
3.1 – Election of            99.95%      0.05%         462 947 000     78,22%         0.04%
independent Audit and Risk
Committee – Mr Les Owen
Ordinary Resolution Number
3.2 - Election of            99.14%      0.86%         462 944 102     78,22%         0.04%
independent Audit and Risk
Committee – Ms Sindi Zilwa
Ordinary Resolution Number
3.3 - Election of
independent Audit and Risk   97.89%      2.11%          462 944 102    78,22%         0.04%
Committee – Ms Sonja
Sebotsa
Ordinary Resolution Number
4.1 – Re-election and        99.51%      0.49%          462 947 000    78,22%         0.04%
appointment of directors -
Mr Les Owen
Ordinary Resolution Number
4.2 - Re-election and        97.64%      2.36%          462 944 102    78,22%         0.04%
appointment of directors -
Ms Sonja Sebotsa
Ordinary Resolution Number
4.3 - Re-election and        98.20%      1.80%          462 944 102    78,22%         0.04%
appointment of directors -
Dr Vincent Maphai
Ordinary Resolution Number
4.4 - Re-election and        98.77%      1.23%          462 947 000    78,22%         0.04%
appointment of directors -
Ms Tania Slabbert
Ordinary Resolution Number
4.5 - Re-election and
appointment of directors –   99.46%      0.54%          462 947 000    78,22%         0.04%
Mr Tito Mboweni be elected
as a non-executive
director
Ordinary Resolution Number
4.6 - Re-election and
appointment of directors –   90.70%      9.30%          462 947 000    78,22%         0.04%
Mr Herman Bosman be
elected as a non-executive
director
Ordinary resolution number
5 – Approval of Group        69.64%     30.36%          462 281 305    78.09%         0.15%
remuneration policy
Ordinary resolution number
6 – Directors’ authority
to take all such actions
to implement the aforesaid   100.00%     0.00%          462 239 913    78.10%         0.16%
ordinary resolutions and
the special resolutions
mentioned below
Ordinary resolution number
7.1 – General authority to   99.28%      0.72%          462 239 913    78.10%         0.16%
issue 10 million A 
Preference shares
Ordinary resolution number
7.2 – General authority to   99.15%      0.85%          462 239 913    78.10%         0.16%
issue 12 million B
Preference shares
Special resolution number
1 – Approval of non-         89.79%      10.21%         462 190 152    78.09%         0.16%
executive director
remuneration
Special resolution number
2 – General authority to
repurchase shares in terms   98.44%      1.56%          462 190 152    78.09%         0.16%
of JSE Listings
Requirements
Special Resolution Number
3 – Authority to provide
financial assistance in      98.10%      1.90%          462 242 811    78.10%         0.16%
terms of Section 44 and 45
of Companies Act



Sandton
3 December 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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