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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)
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 and engagement with shareholders
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 Wednesday, 24 November
2021, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 26 October 2021 with the 2021 Integrated Annual Report,
were duly approved by the requisite majority of votes except for the non-binding advisory resolution on the implementation report which received less than the
required 75% of votes.
Shareholders are advised that:
- total number of shares in issue as at the date of the AGM: 665 768 601 shares.
- total number of shares that were present in person/represented by proxy at the AGM: 592 071 723 shares being 89% 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 percentage in percentage in
the total number of relation to the relation to the
Resolutions shares voted at the Number of total issued share total issued share
meeting shares voted capital capital
Ordinary Resolutions For Against
Ordinary Resolution Number 1.1: Appointment of PWC as joint external 85.69% 14.31% 591,666,472 88.87% 0.06%
independent auditors
Ordinary Resolution Number 1.2: Appointment of KPMG as joint external 99.95% 0.05% 591,666,407 88.87% 0.06%
independent auditors
Ordinary Resolution Number 2.1: Election and re-election of Directors- 73.00% 27.00% 591,654.897 88.87% 0.06%
Dr Vincent Maphai
Ordinary Resolution Number 2.2. Election and re-election of Directors – 100.00% 0.00% 591,664,053 88.87% 0.06%
Ms Marquerithe Schreuder
Ordinary Resolution Number 2.3: Election of Directors – Ms Monhla 100.00% 0.00% 591,655,111 88.87% 0.06%
Hlahla
Ordinary Resolution 3.1: Election of Mr David Macready and as 99.71% 0.29% 591,664,857 88.87% 0.06%
Chairperson of the Independent Audit Committee
Ordinary resolution Number 3.2: Election of Independent Audit 100.00% 0.00% 591,664,187 88.87% 0.06%
Committee member- Ms Marquerithe Schreuder
Ordinary resolution Number 3.3: Election of independent Audit 99.70% 0.30% 591,278,191 88.81% 0.12%
Committee member – Ms Monhla Hlahla
Ordinary resolution Number 4.1: General authority to directors to allot 98.33% 1.67% 591,288,697 88.81% 0.12%
and issue A Preference Shares
Ordinary Resolution Number 4.2: General authority to directors to allot 98.33% 1.67% 591,288,697 88.81% 0.12%
and issue B Preference Shares
Ordinary Resolution Number 4.3: General authority to directors to allot 98.33% 1.67% 591,288,697 88.81% 0.12%
and issue C Preference Shares
Ordinary Resolution Number 5: Authority to implement special and 100.00% 0.00% 591,664,253 88.87% 0.06%
ordinary resolutions
Advisory endorsement of the remuneration policy and implementation report
Non-binding advisory vote 1.1: Endorsement of the remuneration policy 90.66% 9.34% 591,663,002 88.87% 0.06%
Non-binding advisory vote 1.2: The implementation of the remuneration 59.99% 40.01% 591,663,002 88.87% 0.06%
policy
Special resolutions
Special Resolution Number 1: Approval of Non-executive Directors’ 80.99% 19.01% 591,286,252 88.81% 0.12%
remuneration – 2021/2022
Special Resolution Number 2: General authority to repurchase shares in 99.82% 0.18% 591,194,566 88.80% 0.13%
terms of the JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial assistance in 99.25% 0.75% 591,665,309 88.87% 0.06%
terms of section 44 and section 45 of the Companies Act 71 of 2008.
Special Resolution 4: Amendment to certain provisions of the 99.97% 0.03% 591,664,396 88.87% 0.06%
Memorandum of Incorporation
Special Resolution 5: Approval to issue Company’s ordinary shares to 77.06% 22.94% 559,005,019 83.96% 4.97%
persons falling within the ambit of Section 41(1) of the Companies Act
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
2. ENGAGEMENT WITH SHAREHOLDERS
Shareholders are advised that, due to the non-binding advisory vote number 1.2 on the implementation of the remuneration policy 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
email at NobuhleM2@discovery.co.za by no later than close of business on Friday, 10 December 2021. Subsequent to receipt of the submissions by shareholders,
the Company will provide its response to these shareholders.
Sandton
25 November 2021
Sponsor and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 25-11-2021 05:23:00
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