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Report of proceedings at the annual general meeting

Published: 2022-12-02 12:52:25 ET
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DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
Legal Entity Identifier: 378900245A26169C8132
JSE share code: DSY and ISIN: ZAE000022331
JSE share code: DSBP and ISIN: ZAE000158564
JSE bond code: DSYI
(“Discovery” or the “Group” or the “Company”)

REPORT OF PROCEEDINGS AT THE ANNUAL GENERAL MEETING

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 Thursday, 1 December
2022, the resolutions as set out in the Notice of AGM and Form of Proxy, distributed to shareholders on 28 October 2022 with the 2022 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: 668,963,471 shares.
‒ total number of shares that were present in person/represented by proxy at the AGM: 533,315,090 shares being 79.72% of the total number of shares in issue.

Details of the voting statistics from the AGM are as follows:



                                                                                                                                                 Shares
                                                                                                                                                 abstained
                                                                         Votes cast disclosed as a                       Shares voted            disclosed as a
                                                                         percentage in relation to                       disclosed as a          percentage in
                                                                         the total number of                             percentage in           relation to the
                                                                         shares voted at the         Number of shares    relation to the total   total issued
Resolutions                                                              meeting                     voted               issued share capital    share capital

Ordinary Resolutions                                                     For          Against
Ordinary Resolution Number 1.1: Re-appointment of PwC as joint            98.18%   1.82%   532,744,541   79.64%   0.08%
independent external auditors

Ordinary Resolution Number 1.2: Re-appointment of KPMG as joint           98.99%   1.01%   532,744,541   79.64%   0.08%
independent external auditors

Ordinary Resolution Number 1.3: Appointment of Deloitte as joint          98.96%   1.04%   532,744,541   79.64%   0.08%
independent external auditors with effect from 1 July 2023

Ordinary Resolution Number 2.1: Election and re-election of Directors -   95.59%   4.41%   532,746,968   79.64%   0.08%
Ms Faith Khanyile

Ordinary Resolution Number 2.2. Election and re-election of Directors –   96.61%   3.39%   531,089,860   79.39%   0.33%
Mr Richard Farber

Ordinary Resolution Number 2.3: Election and re-election of Directors –   99.85%   0.15%   532,744,618   79.64%   0.08%
Ms Bridget van Kralingen

Ordinary Resolution Number 2.4: Election and re-election of Directors –   99.58%   0.42%   532,744,618   79.64%   0.08%
Mr Tito Mboweni

Ordinary Resolution Number 3.1: Election of members of the Audit          99.58%   0.42%   532,744,618   79.64%   0.08%
Committee - Mr David Macready as member and Chairperson

Ordinary resolution Number 3.2: Election of members of the Audit          99.60%   0.40%   532,744,618   79.64%   0.08%
Committee - Ms Marquerithe Schreuder

Ordinary resolution Number 3.3: Election of members of the Audit          99.20%   0.80%   531,958,274   79.52%   0.20%
Committee – Ms Monhla Hlahla

Ordinary resolution Number 4.1: General authority to directors to allot   97.54%   2.46%   532,744,827   79.64%   0.08%
and issue A Preference Shares
Ordinary Resolution Number 4.2: General authority to directors to allot   97.54%   2.46%   532,740,047   79.64%   0.08%
and issue B Preference Shares
Ordinary Resolution Number 4.3: General authority to directors to allot     97.54%    2.46%    532,744,827   79.64%   0.08%
and issue C Preference Shares


Ordinary Resolution Number 5: Director’s authority to implement special     100.00%   0.00%    532,744,827   79.64%   0.08%
and ordinary resolutions


Advisory endorsement of the remuneration policy and implementation report



Non-binding advisory vote 1.1: Endorsement of the remuneration policy       89.45%    10.55%   532,738,414   79.64%   0.08%



Non-binding advisory vote 1.2: The implementation of the remuneration       90.38%    9.62%    532,724,300   79.63%   0.09%
policy


Special resolutions



Special Resolution Number 1: Approval of Non-executive Directors’           80.62%    19.38%   532,739,053   79.64%   0.08%
remuneration – 2022/2023
Special Resolution Number 2: General authority to repurchase shares in      99.73%    0.27%    532,116,028   79.54%   0.18%
terms of the JSE Listings Requirements

Special Resolution Number 3: Authority to provide financial assistance in   99.93%    0.07%    532,744,827   79.64%   0.08%
terms of section 44 and section 45 of the Companies Act 71 of 2008.
Sandton
2 December 2022

Sponsor and Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)