| Fri 22 Nov 2024, 13:23 | | DISCOVERY LIMITED - Report of proceedings at the annual general meeting |
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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
Bond company code: DSYI
("Discovery" or "the 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, 21 November 2024, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to
shareholders on Wednesday, 23 October 2024, and the amended Form of Proxy made available on the Company's website on
Thursday, 24 October 2024, 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: 676, 374, 092 shares.
- Total number of shares that were present in person/represented by proxy at the AGM: 505, 764, 413 shares being 75% of the
total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Resolutions
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
number of shares Number of relation to the total relation to the total
voted at the meeting shares voted issued share capital issued share capital
Ordinary resolutions For Against
Ordinary Resolution Number 1.1: Re-Appointment of
KPMG as joint external independent auditors 99.90% 0.10% 505,648,941 74.76% 0.02%
Ordinary Resolution Number 1.2: Re-Appointment of
Deloitte as joint external independent auditors 99.53% 0.47% 505,648,941 74.76% 0.02%
Ordinary Resolution Number 2.1: Re-election of
Directors – Ms Monhla Hlahla 99.04% 0.96% 505,647,560 74.76% 0.02%
Ordinary Resolution Number 2.2. Re-election of
Directors – Ms Bridget von Kralingen 99.99% 0.01% 505,647,230 74.76% 0.02%
Ordinary Resolution Number 2.3: Re-election of
Directors – Ms Marquerithe Schreuder 99.99% 0.01% 505,647,230 74.76% 0.02%
Ordinary Resolution Number 3.1: Election of members
of the Audit Committee – Mr David Macready as a
member and Chairperson 99.99% 0.01% 505,647,230 74.76% 0.02%
Ordinary resolution Number 3.2: Election of members
of the Audit Committee – Ms Lisa Chiume 99.99% 0.01% 505,647,230 74.76% 0.02%
Ordinary resolution Number 3.3: Election of members of
the Audit Committee – Ms Monhla Hlahla 99.93% 0.07% 505,647,230 74.76% 0.02%
Ordinary resolution Number 3.4: Election of members of
the Audit Committee – Ms Christine Ramon 99.87% 0.13% 505,647,230 74.76% 0.02%
Ordinary resolution Number 3.5: Election of members of
the Audit Committee – Ms Marquerithe Schreuder 100% 0.00% 505,647,230 74.76% 0.02%
Ordinary Resolution Number 4.1: Election of members of
the Social and Ethics Committee – Ms Faith Khanyile as a
member and Chairperson 99.35% 0.65% 505,646,427 74.76% 0.02%
Ordinary resolution Number 4.2: Election of members of
the Social and Ethics Committee – Ms Monhla Hlahla 99.99% 0.01% 505,646,427 74.76% 0.02%
Ordinary resolution Number 4.3: Election of members of
the Social and Ethics – Ms Christine Ramon 99.88% 0.12% 505,646,427 74.76% 0.02%
Ordinary resolution Number 4.4: Election of members of
the Social and Ethics Committee – Dr Ayanda Ntsaluba 100.00% 0.00% 505,646,427 74.76% 0.02%
Ordinary resolution Number 4.5: Election of members of
the Social and Ethics Committee – Ms Zimkhitha
Saungweme 100.00% 0.00% 505,646,427 74.76% 0.02%
Ordinary resolution Number 5.1: General authority to
directors to allot and issue A Preference Shares 98.50% 1.50% 505,648,142 74.76% 0.02%
Ordinary Resolution Number 5.2: General authority to
directors to allot and issue B Preference Shares 98.44% 1.56% 505,648,142 74.76% 0.02%
Ordinary Resolution Number 5.3: General authority to
directors to allot and issue C Preference Shares 98.44% 1.56% 505,648,142 74.76% 0.02%
Ordinary Resolution Number 6: Director's authority to
implement special and ordinary resolutions 100.00% 0% 505,648,729 74.76% 0.02%
Advisory endorsement of the remuneration policy and implementation report
Non-binding advisory vote 1.1: Endorsement of the
remuneration policy 94.28% 5.72% 505,631,874 74.76% 0.02%
Non-binding advisory vote 1.2: The implementation of
the remuneration policy 93.30% 6.70% 505,631,874 74.76% 0.02%
Special resolutions
Special Resolution Number 1: Approval of Non-executive
Directors' remuneration – 2024/2025 84.93% 15.07% 505, 647, 556 74.76% 0.02%
Special Resolution Number 2: General authority to
repurchase shares in terms of JSE Listings Requirements 99.97% 0.03% 505, 133, 184 74.68% 0.09%
Special Resolution Number 3: Authority to provide
financial assistance in terms of section 44 and section
45 of the Companies Act No. 71 of 2008 99.99% 0.01% 505, 649, 529 74.76% 0.02%
Sandton
22 November 2024
Equity Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Debt Sponsor
FirstRand Bank Limited
Date: 22-11-2024 01:23:00
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