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Report of proceedings at the annual general meeting and engagement with shareholders
DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
JSE share codes: DSY, DSBP
DSY ISIN: ZAE000022331
DSBP ISIN: ZAE000158564
("Discovery" or "the Group" or "the Company")
REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND ENGAGEMENT WITH SHAREHOLDERS
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 Monday, 26 November 2018, the
resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 26 October 2018 with the 2018 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: 656,808,475 shares.
-total number of shares that were present in person/represented by proxy at the AGM: 511,869,788 shares being 77.93% of the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Shares voted Shares abstained
Votes cast disclosed as a disclosed as a disclosed as 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% 510,395,383 77.71% 0.22%
Ordinary Resolution Number 2: Re-appointment of External
Auditor 87.35% 12.65% 510,702,304 77.76% 0.18%
Ordinary Resolution Number 3.1: Election of Independent Audit
Committee - Mr Les Owen 96.92% 3.08% 510,703,687 77.76% 0.18%
Ordinary Resolution Number 3.2: Election of Independent Audit
Committee - Ms Sindi Zilwa 83.14% 16.86% 510,703,989 77.76% 0.18%
Ordinary Resolution Number 3.3: Election of Independent Audit
Committee - Ms Sonja De Bruyn Sebotsa 81.18% 18.82% 510,703,687 77.76% 0.18%
Ordinary Resolution Number 4.1: Re-election of Director – Dr
Brian Brink 81.90% 18.10% 510,705,878 77.76% 0.18%
Ordinary Resolution Number 4.2: Re-election of Director – Dr
Vincent Maphai 83.31% 16.69% 510,707,108 77.76% 0.18%
Ordinary Resolution Number 4.3: Re-election of Director - Ms
Sonja De Bruyn Sebotsa 79.50% 20.50% 510,705,694 77.76% 0.18%
Ordinary Resolution Number 5.1: Approval of Group
remuneration policy: Non-binding advisory vote on the 84.46% 15.54% 510,699,351 77.75% 0.18%
remuneration policy
Ordinary Resolution Number 5.2: Approval of Group
remuneration policy: Non-binding advisory vote on the 68.42% 31.58% 510,700,001 77.75% 0.18%
implementation of the remuneration policy
Ordinary Resolution Number 6: Directors' authority to take all
such actions necessary to implement the aforesaid ordinary 99.99% 0.01% 511,690,254 77.91% 0.03%
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 98.08% 1.92% 511,514,766 77.88% 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 97.78% 2.22% 511,514,766 77.88% 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 98.08% 1.92% 511,514,766 77.88% 0.05%
to allot and issue 20 000 000 C Preference Shares
Special Resolution Number 1: Approval of non-executive
directors' remuneration – 2018/2019 89.61% 10.39% 511,671,944 77.90% 0.03%
Special Resolution Number 2: General authority to repurchase
shares in terms of the JSE Listings Requirements 92.68% 7.32% 511,681,974 77.90% 0.03%
Special Resolution Number 3: Authority to provide financial
assistance in terms of section 44 and section 45 of the 85.18% 14.82% 511,689,945 77.91% 0.03%
Companies Act
Special Resolution Number 4: Approval to issue the Company’s
ordinary shares to persons falling within the ambit of Section 99.19% 0.81% 511,406,025 77.86% 0.07%
41(1) of the Companies Act
ENGAGEMENT WITH SHAREHOLDERS
Shareholders are advised that, due to ordinary resolution number 5.2 relating to the non-binding advisory vote on Discovery’s remuneration implementation
report being voted against by more than 25% of shareholders present in person or represented by proxy at the AGM, an invitation is extended to dissenting
shareholders to engage with the Company as follows:
- All dissenting shareholders are requested to furnish their concerns/questions on the remuneration implementation report to the Company Secretary via e-
mail at ThysB@discovery.co.za by no later than close of business on Friday, 14 December 2018.
- Meetings will be arranged with these shareholders in January 2019 to discuss the concerns/questions raised.
Sandton
27 November 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 27/11/2018 07:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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