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Discovery Holdings Limited - Report On Proceedings At The Annual General Meeting, General Meeting, Change To The Board Of Directors, Trading Statement And Issue Of Shares To Directors And Company Secretary Discovery Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/007789/06) (Share code: DSY ISIN: ZAE000022331) ("Discovery" or "the company") REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, GENERAL MEETING, CHANGE TO THE BOARD OF DIRECTORS, TRADING STATEMENT AND ISSUE OF SHARES TO DIRECTORS AND COMPANY SECRETARY ANNUAL GENERAL MEETING At the sixth annual general meeting of the shareholders of Discovery held on 8 December 2005, the requisite majority of shareholders approved all the ordinary resolutions proposed at the meeting. GENERAL MEETING Shareholders are referred to the announcements on 13 September 2005 and 15 November 2005 and the circular to shareholders dated 15 November 2005 ("BEE circular") relating to Discovery"s Black Economic Empowerment transaction ("the BEE transaction"). At the general meeting of the shareholders held on 8 December 2005, the requisite majority of shareholders approved all the ordinary and special resolutions relating to the BEE transaction, details of which were contained in the BEE circular. The special resolutions will be lodged for registration with the Registrar of Companies in due course. Save for the registration with the Registrar of Companies of the abovementioned special resolutions and certain special resolutions passed by Discovery"s BEE partners, all other conditions precedent relating to the BEE transaction have been met and, accordingly, the BEE transaction will become effective upon the registration of such special resolutions. CHANGE TO THE BOARD OF DIRECTORS In compliance with the JSE Limited Listings Requirements, the following information is disclosed: Dr Thabane Vincent Maphai and Mrs Sonja Sebotsa have, pursuant to the BEE transaction, been appointed as non-executive directors to the board of Discovery, with effect from 8 December 2005. TRADING STATEMENT The financial effects of implementing the BEE transaction are set out in the BEE circular. In particular, the IFRS impact of the BEE transaction is estimated to be R202 million in the year ending 30 June 2006, of which approximately R190 million will be charged to the income statement for the six months period ending 31 December 2005. Shareholders are advised that, as a result of the IFRS impact of the BEE transaction, earnings per share and headline earnings per share of Discovery will, for the 6 months period ending 31 December 2005, be impacted by this amount. It is currently premature to provide the percentage impact on earnings per share and headline earnings per share of Discovery for the 6 months period ending 31 December 2005 as the results have not yet been finalised. The forecast financial information on which this trading statement is based has not been reviewed and reported on by the Company"s auditors in accordance with the JSE Limited Listings Requirements. ISSUE OF SHARES TO DIRECTORS AND COMPANY SECRETARY The following Discovery shares have been allocated to directors by the Discovery BEE Staff Trust in terms of the allocation scheme: Director : A Gore Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of director"s interest : Direct beneficial Clearance obtained : Yes Director : N S Koopowitz Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of director"s interest : Direct beneficial Clearance obtained : Yes Director : H P Mayers Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of director"s interest : Direct beneficial Clearance obtained : Yes Director : J M Robertson Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of director"s interest : Direct beneficial Clearance obtained : Yes Director : B Swartzberg Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of director"s interest : Direct beneficial Clearance obtained : Yes Company Secretary : M J Botha Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Allocation of shares Class of securities : Ordinary shares Number of shares granted : 200 Total value of transaction : R4 402 Nature and extent of interest : Direct beneficial Clearance obtained : Yes The following shares have been issued to directors in terms of the BEE transaction: Director : J Dlamini Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Issue of shares Class of securities : Ordinary shares Number of shares granted : 200 000 Issue price per share : R0.001 Total value of transaction : R200 Nature and extent of director"s interest : Indirect beneficial Clearance obtained : Yes Director : S V Zilwa Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Issue of shares Class of securities : Ordinary shares Number of shares granted : 200 000 Issue price per share : R0.001 Total value of transaction : R200 Nature and extent of director"s interest : Indirect beneficial Clearance obtained : Yes Director : T V Maphai Company : Discovery Holdings Limited Date of transaction : 8 December 2005 Nature of transaction : Issue of shares Class of securities : Ordinary shares Number of shares granted : 1 106 455 Issue price per share : R1.718 Total value of transaction : R1 900 447.11 Nature and extent of director"s interest : Indirect beneficial Clearance obtained : Yes Sandton 8 December 2005 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 08/12/2005 03:31:35 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
