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Report of proceedings at the annual general meeting
DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
JSE share code: DSY
ISIN: ZAE000022331
(“Discovery” or “the Company”)
REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING
The board of directors of Discovery hereby advises that at the annual general meeting (“AGM”) of shareholders
held on 1 December 2015, the following resolutions, as set out in the Notice and Proxy of AGM which was
incorporated in the Abridged Annual Financial Statements distributed to shareholders on 2 November 2015, were
duly approved by the requisite majority of votes present and voting, in person or represented by proxy.
Shareholders are advised that:
-total number of shares in issue as at the date of the AGM: 647,427,946
-total number of shares that were present in person/represented by proxy at the AGM: 480,412,700 shares being
74.20% of the total number of shares in issue
-Abstentions are represented below as a percentage of total number of shares in issue
Details of the results of the voting are as follows:
Votes carried disclosed as Number of Shares voted Shares
a percentage in relation shares voted disclosed as abstained
to the total number of a percentage disclosed as
shares voted at the in relation a percentage
meeting to the total in relation
issued share to the total
capital issued share
capital
For Against
Ordinary Resolution Number 100.00% 0.00% 74.04% 0.16%
1: Consideration of Annual 479,377,160
Financial Statements
Ordinary Resolution Number 100.00% 0.00% 74.08% 0.12%
2: Re-appointment of 479,625,524
External Auditor
Ordinary Resolution Number 100.00% 0.00% 74.08% 0.12%
3.1: Election of 479,625,524
Independent Audit Committee
- Mr Les Owen
Ordinary Resolution Number 88.81% 11.19% 74.08% 0.12%
3.2: Election of 479,625,524
Independent Audit Committee
- Ms Sindi Zilwa
Ordinary Resolution Number 88.81% 11.19% 74.08% 0.12%
3.3: Election of 479,625,524
Independent Audit Committee
- Ms Sonja De Bruyn Sebotsa
Ordinary Resolution Number 90.64% 9.36% 74.08% 0.12%
3.4: Election of 479,625,524
Independent Audit Committee
- Mr Jannie Durand
Ordinary Resolution Number 89.53% 10.47% 74.08% 0.12%
4.1: Re-election of 479,625,524
Director - Mr Monty
Hilkowitz
Ordinary Resolution Number 98.50% 1.50% 74.08% 0.12%
4.2: Re-election of 479,625,524
Director - Dr Brian Brink
Ordinary Resolution Number 92.71% 7.29% 74.08% 0.12%
4.3: Re-election of 479,625,524
Director - Mr Jannie Durand
Ordinary Resolution Number 94.67% 5.33% 74.04% 0.16%
4.4: Re-election of 479,378,248
Director - Mr Steven
Epstein
Ordinary Resolution Number 98.26% 1.74% 74.08% 0.12%
4.5: Re-election of 479,625,524
Director - Ms Sindi Zilwa
Ordinary Resolution Number 96.17% 3.83% 74.08% 0.12%
4.6: Ratification of the 479,625,524
appointment of Ms Faith
Khanyile
Ordinary Resolution Number 78.38% 21.62% 73.99% 0.22%
5: Approval of Group 479,006,294
Remuneration policy
Ordinary Resolution Number 100.00% 0.00% 73.99% 0.22%
6: Directors' authority to 479,018,981
take all such actions
necessary to implement the
aforesaid ordinary
resolutions and the special
resolutions mentioned
below:
Ordinary Resolution Number 99.50% 0.50% 73.99% 0.22%
7.1: To give the directors 479,018,981
the general authority to
allot and issue 10 000 000
A Preference Shares
Ordinary Resolution Number 99.36% 0.64% 73.99% 0.22%
7.2: To give the directors 479,018,981
the general authority to
allot and issue 12 000 000
B Preference Shares
Ordinary Resolution Number 99.50% 0.50% 73.99% 0.22%
7.3: To give the directors 479,018,981
the general authority to
allot and issue 20 000 000
C Preference Shares
Special Resolution Number 89.70% 10.30% 73.99% 0.22%
1: Approval of non- 479,018,981
executive directors'
remuneration - 2015/2016
Special Resolution Number 98.55% 1.45% 73.99% 0.22%
2: General authority to 479,018,981
repurchase shares in terms
of JSE Listings
Requirements
Special Resolution Number 92.14% 7.86% 73.99% 0.22%
3: Authority to provide 479,018,981
financial assistance in
terms of section 44 and
section 45 of the Companies
Act
Special Resolution Number 100.00% 0.00% 73.99% 0.22%
4: Amendment of the 479,018,981
Company's MOI to bring it
in line with the provisions
of the Companies Act and
Schedule 10 of the JSE
Listings Requirements
Sandton
2 December 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02/12/2015 01:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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