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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 Group")
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 2017, the following
resolutions, as set out in the Notice and Proxy of AGM and summarised consolidated Financial Statements for the year ended 30 June 2017 which was distributed
to shareholders on 29 September 2017, 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: 646,844,992
- total number of shares that were present in person/represented by proxy at the AGM: 485,310,038 shares being 75.03% 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 percentage in percentage in
the total number of shares Number of shares relation to the total relation to the total
voted at the meeting voted issued share capital issued share capital
For Against
Ordinary Resolution Number 1: Consideration of Annual
Financial Statements 100.00% 0.00% 484,330,790 74.88% 0.14%
Ordinary Resolution Number 2: Re-appointment of External
Auditor 84.00% 16.00% 484,859,020 74.96% 0.05%
Ordinary Resolution Number 3.1: Election of Independent Audit
Committee - Mr Les Owen 98.89% 1.11% 484,859,722 74.96% 0.05%
Ordinary Resolution Number 3.2: Election of Independent Audit
Committee - Ms Sindi Zilwa 88.63% 11.37% 484,768,984 74.94% 0.07%
Ordinary Resolution Number 3.3: Election of Independent Audit
Committee - Ms Sonja De Bruyn Sebotsa 98.54% 1.46% 483,623,944 74.77% 0.25%
Ordinary Resolution Number 4.1: Re-election of Director – Mr
Monty Hilkowitz 95.82% 4.18% 484,469,728 74.90% 0.11%
Ordinary Resolution Number 4.2: Re-election of Director - Ms
Sindi Zilwa 98.93% 1.07% 484,860,999 74.96% 0.05%
Ordinary Resolution Number 4.3: Re-election of Director - Ms
Faith Khanyile 96.11% 3.89% 484,860,999 74.96% 0.05%
Ordinary Resolution Number 4.4: Re-election of Director - Mr
Herman Bosman 95.39% 4.61% 484,861,176 74.96% 0.05%
Ordinary Resolution Number 4.5: Ratification of Director - Mr
Rob Enslin 99.98% 0.02% 484,862,176 74.96% 0.05%
Ordinary Resolution Number 4.6: Ratification of Director - Mr
Deon Viljoen 97.50% 2.50% 484,862,299 74.96% 0.05%
Ordinary Resolution Number 5.1: Approval of Group
remuneration policy: Non-binding advisory vote on the
remuneration policy 76.65% 23.35% 483,055,223 74.68% 0.33%
Ordinary Resolution Number 5.2: Approval of Group
remuneration policy: Non-binding advisory vote on the 77.25% 22.75% 483,055,223 74.68% 0.33%
implementation of the Remuneration policy
Ordinary Resolution Number 6: Directors' authority to take all
such actions necessary to implement the aforesaid ordinary 100.00% 0.00% 484,859,860 74.96% 0.05%
resolutions and the special resolutions mentioned below
Ordinary Resolution Number 7.1: General authority to issue
preference shares: To give the directors the general authority 99.31% 0.69% 484,861,298 74.96% 0.05%
to allot and issue 10 000 000 A Preference Shares
Ordinary Resolution Number 7.2: General authority to issue
preference shares: To give the directors the general authority 99.31% 0.69% 484,861,298 74.96% 0.05%
to allot and issue 12 000 000 B Preference Shares
Ordinary Resolution Number 7.3: General authority to issue
preference shares: To give the directors the general authority 99.31% 0.69% 484,861,421 74.96% 0.05%
to allot and issue 20 000 000 C Preference Shares
Special Resolution Number 1: Approval of non-executive
directors' remuneration - 2017/2018 84.93% 15.07% 484,851,940 74.96% 0.06%
Special Resolution Number 2: General authority to repurchase
shares in terms of the JSE Listings Requirements 93.79% 6.21% 484,852,650 74.96% 0.06%
Special Resolution Number 3: Authority to provide financial
assistance in terms of section 44 and section 45 of the 82.36% 17.64% 484,820,663 74.95% 0.06%
Companies Act
Sandton
29 November 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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