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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, DSYBP
DSY ISIN: ZAE000022331
DSBP ISIN: ZAE000158564
JSE bond code: DSYI
(“Discovery” or “Group” or “Company”)
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, 28 November
2019, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 18 October 2019 with the 2019 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: 658,290,736 shares.
-total number of shares that were present in person/represented by proxy at the AGM: 537,601,881 shares being 81.67% of the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Votes cast disclosed as a Number of shares Shares voted Shares abstained
percentage in relation to voted disclosed as a disclosed as a
Resolutions the total number of shares percentage in percentage in
voted at the meeting relation to the total relation to the total
issued share capital issued share capital
For Against
Ordinary Resolution Number 1: Consideration and acceptance 100.00% 0.00% 536,542,263 81.51% 0.16%
of Annual Financial Statements
Ordinary Resolution Number 2: Re-appointment of External 86.75% 13.25% 537,363,028 81.63% 0.04%
Auditor
Ordinary Resolution Number 3.1: Election of Independent Audit 93.13% 6.87% 537,362,631 81.63% 0.04%
Committee - Mr Les Owen
Ordinary Resolution Number 3.2: Election of Independent Audit 80.69% 19.31% 537,362,631 81.63% 0.04%
Committee - Ms Sindi Zilwa
Ordinary Resolution Number 3.3: Election of Independent Audit 79.35% 20.65% 537,362,631 81.63% 0.04%
Committee - Ms Sonja De Bruyn
Ordinary Resolution Number 4.1: Re-election and election of 92.92% 7.08% 536,603,802 81.51% 0.15%
Directors - Mr Richard Farber
Ordinary Resolution Number 4.2: Re-election and election of 92.23% 7.77% 535,761,759 81.39% 0.28%
Directors - Mr Herman Bosman
Ordinary Resolution Number 4.3: Re-election and election of 99.67% 0.33% 537,360,631 81.63% 0.04%
Directors - Ms Faith Khanyile
Ordinary Resolution Number 4.4: Re-election and election of 99.78% 0.22% 537,362,631 81.63% 0.04%
Directors - Mr Mark Tucker
Ordinary Resolution Number 5.1: Approval of Group 85.79% 14.21% 537,205,348 81.61% 0.06%
remuneration policy: Non-binding advisory vote on the
remuneration policy
Ordinary Resolution Number 5.2: Approval of Group 84.24% 15.76% 536,720,085 81.53% 0.13%
remuneration policy: Non-binding advisory vote on the
implementation of the remuneration policy
Ordinary Resolution Number 6: Adoption of the Discovery 88.66% 11.34% 536,156,601 81.45% 0.22%
Limited Long-Term Incentive Plan (LTIP)
Ordinary Resolution Number 7: Directors' authority to take all 99.99% 0.01% 537,361,950 81.63% 0.04%
such actions necessary to implement the aforesaid ordinary
resolutions and the special resolutions mentioned below:
Ordinary Resolution Number 8.1: General authority to issue 98.51% 1.49% 535,521,864 81.35% 0.32%
preference shares: To give the directors the general authority
to allot and issue 10 000 000 A Preference Shares
Ordinary Resolution Number 8.2: General authority to issue 98.47% 1.53% 535,521,864 81.35% 0.32%
preference shares: To give the directors the general authority
to allot and issue 12 000 000 B Preference Shares
Ordinary Resolution Number 8.3: General authority to issue 98.51% 1.49% 535,521,504 81.35% 0.32%
preference shares: To give the directors the general authority
to allot and issue 20 000 000 C Preference Shares
Special Resolution Number 1: Approval of non-executive 85.84% 14.16% 537,240,676 81.61% 0.05%
directors' remuneration – 2019/2020
Special Resolution Number 2: General authority to repurchase 99.38% 0.62% 536,866,898 81.55% 0.11%
shares in terms of the JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial 93.10% 6.90% 537,363,060 81.63% 0.04%
assistance in terms of section 44 and section 45 of the
Companies Act
Special Resolution Number 4: Specific authority under the 99.13% 0.87% 535,394,597 81.33% 0.34%
Companies Act and the MOI relating to an issue of shares to the
LTIP
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Sandton
28 November 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 28-11-2019 03:38:00
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