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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)
Legal Entity Identifier: 378900245A26169C8132
JSE share code: DSY and ISIN: ZAE000022331
JSE share code: DSBP and ISIN: ZAE000158564
JSE bond code: DSYI
(“Discovery” or the “Group” or the “Company”)
REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING
1. PROCEEDINGS AT THE AGM
The Board of Directors of Discovery hereby advise that, at the annual general meeting (“AGM” or the “meeting”) of shareholders held on Thursday, 1 December
2022, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 28 October 2022 with the 2022 Integrated Annual Report,
were duly approved by the requisite majority of votes.
Shareholders are advised that:
- total number of shares in issue as at the date of the AGM: 668,963,471 shares.
- total number of shares that were present in person/represented by proxy at the AGM: 533,315,090 shares being 79.72% of the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Shares
abstained
Votes cast disclosed as a Shares voted disclosed as a
percentage in relation to disclosed as a percentage in
the total number of percentage in relation to the
shares voted at the Number of shares relation to the total total issued
Resolutions meeting voted issued share capital share capital
Ordinary Resolutions For Against
Ordinary Resolution Number 1.1: Re-appointment of PwC as joint 98.18% 1.82% 532,744,541 79.64% 0.08%
independent external auditors
Ordinary Resolution Number 1.2: Re-appointment of KPMG as joint 98.99% 1.01% 532,744,541 79.64% 0.08%
independent external auditors
Ordinary Resolution Number 1.3: Appointment of Deloitte as joint 98.96% 1.04% 532,744,541 79.64% 0.08%
independent external auditors with effect from 1 July 2023
Ordinary Resolution Number 2.1: Election and re-election of Directors - 95.59% 4.41% 532,746,968 79.64% 0.08%
Ms Faith Khanyile
Ordinary Resolution Number 2.2. Election and re-election of Directors – 96.61% 3.39% 531,089,860 79.39% 0.33%
Mr Richard Farber
Ordinary Resolution Number 2.3: Election and re-election of Directors – 99.85% 0.15% 532,744,618 79.64% 0.08%
Ms Bridget van Kralingen
Ordinary Resolution Number 2.4: Election and re-election of Directors – 99.58% 0.42% 532,744,618 79.64% 0.08%
Mr Tito Mboweni
Ordinary Resolution Number 3.1: Election of members of the Audit 99.58% 0.42% 532,744,618 79.64% 0.08%
Committee - Mr David Macready as member and Chairperson
Ordinary resolution Number 3.2: Election of members of the Audit 99.60% 0.40% 532,744,618 79.64% 0.08%
Committee - Ms Marquerithe Schreuder
Ordinary resolution Number 3.3: Election of members of the Audit 99.20% 0.80% 531,958,274 79.52% 0.20%
Committee – Ms Monhla Hlahla
Ordinary resolution Number 4.1: General authority to directors to allot 97.54% 2.46% 532,744,827 79.64% 0.08%
and issue A Preference Shares
Ordinary Resolution Number 4.2: General authority to directors to allot 97.54% 2.46% 532,740,047 79.64% 0.08%
and issue B Preference Shares
Ordinary Resolution Number 4.3: General authority to directors to allot 97.54% 2.46% 532,744,827 79.64% 0.08%
and issue C Preference Shares
Ordinary Resolution Number 5: Director’s authority to implement special 100.00% 0.00% 532,744,827 79.64% 0.08%
and ordinary resolutions
Advisory endorsement of the remuneration policy and implementation report
Non-binding advisory vote 1.1: Endorsement of the remuneration policy 89.45% 10.55% 532,738,414 79.64% 0.08%
Non-binding advisory vote 1.2: The implementation of the remuneration 90.38% 9.62% 532,724,300 79.63% 0.09%
policy
Special resolutions
Special Resolution Number 1: Approval of Non-executive Directors’ 80.62% 19.38% 532,739,053 79.64% 0.08%
remuneration – 2022/2023
Special Resolution Number 2: General authority to repurchase shares in 99.73% 0.27% 532,116,028 79.54% 0.18%
terms of the JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial assistance in 99.93% 0.07% 532,744,827 79.64% 0.08%
terms of section 44 and section 45 of the Companies Act 71 of 2008.
Sandton
2 December 2022
Sponsor and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02-12-2022 11:52:00
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