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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 29 November 2016, the following
resolutions, as set out in the Notice and Proxy of AGM and summarised consolidated Financial Statements for the year ended 30 June 2016 which was distributed
to shareholders on 31 October 2016, 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: 646,747,678
-total number of shares that were present in person/represented by proxy at the AGM: 506,429,260 shares being 78.30% of the total number of shares in issue
Details of the voting statistics are as follows:
Shares voted Shares abstained
Votes carried disclosed as
disclosed as a disclosed as a
a percentage in relation to Number of shares
percentage in percentage in
the total number of shares voted
relation to the total relation to the total
voted at the meeting
issued share capital issued share capital
For Against
Ordinary Resolution Number 1: Consideration of Annual
Financial Statements 100.00% 0.00% 506,093,421 78.25% 0.05%
Ordinary Resolution Number 2: Re-appointment of External
Auditor 99.86% 0.14% 506,343,950 78.29% 0.01%
Ordinary Resolution Number 3.1: Election of Independent Audit
Committee - Mr Les Owen 99.29% 0.71% 506,341,833 78.29% 0.01%
Ordinary Resolution Number 3.2: Election of Independent Audit
Committee - Ms Sindi Zilwa 89.33% 10.67% 506,341,583 78.29% 0.01%
Ordinary Resolution Number 3.3: Election of Independent Audit
Committee - Ms Sonja De Bruyn Sebotsa 98.92% 1.08% 506,341,299 78.29% 0.01%
Ordinary Resolution Number 4.1: Re-election of Director - Dr
Vincent Maphai 99.11% 0.89% 506,341,484 78.29% 0.01%
Ordinary Resolution Number 4.2: Re-election of Director - Mr
Tito Mboweni 92.75% 7.25% 502,863,901 77.75% 0.55%
Ordinary Resolution Number 4.3: Re-election of Director - Mr
Les Owen 99.33% 0.67% 506,342,018 78.29% 0.01%
Ordinary Resolution Number 4.4: Re-election of Director - Ms
Sonja De Bruyn Sebotsa 98.84% 1.16% 503,229,334 77.81% 0.49%
Ordinary Resolution Number 5: Approval of Group
Remuneration policy 86.06% 13.94% 506,272,250 78.28% 0.02%
Ordinary Resolution Number 6: Directors' authority to take all
such actions necessary to implement the aforesaid ordinary 100.00% 0.00% 506,341,802 78.29% 0.01%
resolutions and the special resolutions mentioned below:
Ordinary Resolution Number 7.1: To give the directors the
general authority to allot and issue 10 000 000 A Preference 99.42% 0.58% 506,267,564 78.28% 0.03%
Shares
Ordinary Resolution Number 7.2: To give the directors the
general authority to allot and issue 12 000 000 B Preference 99.40% 0.60% 506,267,564 78.28% 0.03%
Shares
Ordinary Resolution Number 7.3: To give the directors the
general authority to allot and issue 20 000 000 C Preference 99.42% 0.58% 506,267,564 78.28% 0.03%
Shares
Special Resolution Number 1: Approval of non-executive
directors' remuneration - 2016/2017 99.99% 0.01% 505,972,932 78.23% 0.07%
Special Resolution Number 2: General authority to repurchase
shares in terms of JSE Listings Requirements 94.39% 5.61% 506,330,859 78.29% 0.02%
Special Resolution Number 3: Authority to provide financial
assistance in terms of section 44 and section 45 of the 89.28% 10.72% 503,225,684 77.81% 0.50%
Companies Act
Special Resolution Number 4: Amendments to the Company's
MOI in respect of the Issues of Shares 99.96% 0.04% 503,229,137 77.81% 0.49%
Special Resolution Number 5: Amendments to the Company's
MOI in respect of Fractions of Shares 99.98% 0.02% 503,227,473 77.81% 0.50%
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Sandton
29 November 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 30/11/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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