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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, DSBP
DSY ISIN: ZAE000022331
DSBP ISIN: ZAE000158564
JSE bond code: DSYI
("Discovery")
REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING
The Board of Directors of Discovery hereby advises that, at the Annual General Meeting ("AGM" or the "meeting") of shareholders held on Thursday, 16 November
2023, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 18 October 2023 with the 2023 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: 673, 146, 417 shares.
- Total number of shares that were present in person/represented by proxy at the AGM: 518, 793, 617 shares being 77% of the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Votes cast disclosed as a Shares voted Shares abstained
percentage in relation disclosed as a disclosed as a
to the total number of percentage in percentage in
shares voted at the Number of relation to the total relation to the total
Resolutions meeting shares voted issued share capital issued share capital
Ordinary resolutions For Against
Ordinary Resolution Number 1.1: Re-Appointment of KPMG as joint 99.97% 0.03% 518,178,862 76.98% 0.09%
external independent auditors
Ordinary Resolution Number 1.2: Re-Appointment of Deloitte as joint 99.38% 0.62% 518,178,862 76.98% 0.09%
external independent auditors
Ordinary Resolution Number 2.1: Election of Directors- Ms Lisa Chiume 100.00% 0.00% 518,178,862 76.98% 0.09%
Ordinary Resolution Number 2.2. Election of Directors – Ms Christine Ramon 100.00% 0.00% 518,178,862 76.98% 0.09%
Ordinary Resolution Number 2.3: Re-election of Directors – Mr Mark Tucker 99.77% 0.23% 518,178,862 76.98% 0.09%
Ordinary Resolution Number 2.4: Re-election of Directors – Mr David Macready 99.86% 0.14% 518,178,862 76.98% 0.09%
Ordinary Resolution Number 3.1: Election of members of the Audit 99.86% 0.14% 518,178,862 76.98% 0.09%
Committee - Mr David Macready as a member and Chairperson
Ordinary resolution Number 3.2: Election of members of the Audit 99.86% 0.14% 518,178,862 76.98% 0.09%
Committee - Ms Marquerithe Schreuder
Ordinary resolution Number 3.3: Election of members of the Audit 99.05% 0.95% 518,178,862 76.98% 0.09%
Committee – Ms Monhla Hlahla
Ordinary resolution Number 3.4: Election of members of the Audit 100.00% 0.00% 518,178,862 76.98% 0.09%
Committee – Ms Lisa Chiume
Ordinary resolution Number 3.5: Election of members of the Audit 100.00% 0.00% 518,178,862 76.98% 0.09%
Committee – Ms Christine Ramon
Ordinary resolution Number 4.1: General authority to directors to 97.03% 2.97% 518,179,112 76.98% 0.09%
allot and issue A Preference Shares
Ordinary Resolution Number 4.2: General authority to directors to 97.03% 2.97% 518,179,112 76.98% 0.09%
allot and issue B Preference Shares
Ordinary Resolution Number 4.3: General authority to directors to 97.03% 2.97% 518,179,112 76.98% 0.09%
allot and issue C Preference Shares
Ordinary Resolution Number 5: Director's authority to implement 100.00% 0.00% 518,179,112 76.98% 0.09%
special and ordinary resolutions
Advisory endorsement of the remuneration policy and implementation report
Non-binding advisory vote 1.1: Endorsement of the remuneration 88.87% 11.13% 518,177,827 76.98% 0.09%
policy
Non-binding advisory vote 1.2: The implementation of the 89.89% 10.11% 518,079,484 76.96% 0.11%
remuneration policy
Special resolutions
Special Resolution Number 1: Approval of Non-executive Directors' 76.77% 23.23% 518,080,769 76.96% 0.11%
remuneration – 2023/2024
Special Resolution Number 2: General authority to repurchase shares 99.65% 0.35% 517,414,022 76.87% 0.20%
in terms of JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial assistance 99.60% 0.40% 518,179,112 76.98% 0.09%
in terms of section 44 and section 45 of the Companies Act 71 of
2008.
Sandton
17 November 2023
Sponsor and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 17-11-2023 02:37:00
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