Wrap Text
Report of proceedings at the annual general meeting, retirement of a director and change in the company secretary
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 the “Group” or the “Company”)
REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING, RETIREMENT OF A DIRECTOR AND CHANGE IN THE COMPANY SECRETARY
1. PROCEEDINGS AT THE AGM
The board of directors of Discovery hereby advises that, at the annual general meeting (“AGM” or the “meeting”) of shareholders held on Thursday, 26 November
2020, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 28 October 2020 with the 2020 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: 531,015,683 shares being 80.67% of the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Votes cast disclosed as Shares voted Shares abstained
a percentage in disclosed as a disclosed as a
relation to the total percentage in percentage in relation
Resolutions number of shares Number of shares relation to the total to the total issued
voted at the meeting voted issued share capital share capital
For Against
Ordinary Resolution Number 1: Consideration and acceptance of 100.00% 0.00% 530,735,577 80.62% 0.04%
Annual Financial Statements
Ordinary Resolution Number 2: Re-appointment of External Auditor 87.09% 12.91% 530,735,577 80.62% 0.04%
Ordinary Resolution Number 3.1: Re-election and election of Directors 86.12% 13.88% 530,735,167 80.62% 0.04%
– Ms Sindi Zilwa
Ordinary Resolution Number 3.2: Re-election and election of Directors 97.97% 2.03% 530,735,167 80.62% 0.04%
– Mr Mark Tucker
Ordinary Resolution Number 3.3: Election of Directors – Mr Dave 99.92% 0.08% 530,735,167 80.62% 0.04%
Macready
Ordinary resolution Number 4.1: Election of independent Audit 99.33% 0.67% 530,735,167 80.62% 0.04%
Committee chair – Mr David Macready
Ordinary resolution Number 4.2: Election of independent Audit 84.58% 15.42% 530,735,167 80.62% 0.04%
Committee – Ms Sindi Zilwa
Ordinary resolution Number 4.3: Election of independent Audit 81.30% 18.70% 527,852,442 80.19% 0.48%
Committee – Ms Sonja De Bruyn
Ordinary Resolution Number 5.1: Approval of Group remuneration 86.58% 13.42% 530,446,018 80.58% 0.09%
policy: Non-binding advisory vote on the remuneration policy
Ordinary Resolution Number 5.2: Approval of implementation of 86.37% 13.63% 530,586,773 80.60% 0.07%
Group remuneration policy: Non-binding advisory vote on the
implementation of the remuneration policy
Ordinary Resolution Number 6: Directors' authority to take all such 99.99% 0.01% 530,735,577 80.62% 0.04%
actions necessary to implement the aforesaid ordinary resolutions and
the special resolutions mentioned below
Ordinary Resolution Number 7.1: General authority to issue 98.59% 1.41% 529,268,693 80.40% 0.27%
preference shares: To give the directors the general authority to allot
and issue 10 000 000 A Preference Shares
Ordinary Resolution Number 7.2: General authority to issue 98.59% 1.41% 529,268,693 80.40% 0.27%
preference shares: To give the directors the general authority to allot
and issue 12 000 000 B Preference Shares
Ordinary Resolution Number 7.3: General authority to issue 98.59% 1.41% 529,268,693 80.40% 0.27%
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 directors' 99.33% 0.67% 529,408,732 80.42% 0.24%
remuneration – 2020/2021
Special Resolution Number 2: General authority to repurchase shares 99.87% 0.13% 530,245,675 80.55% 0.12%
in terms of the JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial assistance 92.89% 7.11% 530,734,507 80.62% 0.04%
in terms of section 44 and section 45 of the Companies Act
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
1. RETIREMENT OF NON-EXECUTIVE DIRECTOR
Mr Herschel Mayers is formally retiring as non-executive director of the Company with effect from 26 November 2020. Mr Mayers joined Discovery in 2000 with
the brief to start Discovery Life. He served as the Managing Director of Discovery Life and in January 2006 was appointed as the CEO of Discovery Life and
Discovery Invest, a position he held until December 2015. As one of the founding members, he then served as CEO of VitalityLife and VitalityInvest in the United
Kingdom until 28 November 2019. Following a period of medical leave, he transitioned from executive director to non-executive director.
Discovery wishes to thank Mr Mayers for his invaluable contribution to the Group over the past 20 years.
2. CHANGE IN COMPANY SECRETARY
With effect from 30 November 2020, Mr Thys Botha is formally retiring as Company Secretary to Discovery, a position he has held since 2001. The Board wish to
express their sincere appreciation to Mr Botha for his valuable contribution to Discovery and many years of loyal service. Mr Botha will be retained in an advisory
capacity for a period of handover following which the board wishes him well in his retirement.
The board is pleased to announce the appointment of Ms Nomalanga Nobuhle Mbongo as Company Secretary to Discovery with effect from 1 December 2020.
Ms Mbongo was previously head of legal for Discovery Vitality (Pty) Ltd. She has twelve years of post-qualification experience as an in-house legal advisor in
various companies, mostly in the telecommunications sector. Ms Mbongo has strong insight into the regulatory and governance framework in South Africa. She
holds the Institute of Chartered Secretaries and Administrators qualification as well as an LLB from the University of Pretoria and an Advanced Diploma in Labour
Law from the University of South Africa. She is an admitted attorney of the High Court of South Africa.
Sandton
27 November 2020
Sponsor and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited )
Date: 27-11-2020 04:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
