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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
Shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Thursday, 20 November 2025, all the
resolutions as set out in the Notice of AGM 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: 679,680,841 shares.
- Total number of shares that were present in person/represented by proxy at the AGM: 568,631,947 shares being 83.66% of
the total number of shares in issue.
Details of the voting statistics from the AGM are as follows:
Resolutions Votes cast disclosed as a Number of Percentage in Abstained*
percentage in relation to shares voted relation to the total %
the total number of shares issued share capital*
voted at the meeting %
Ordinary Resolutions
For** Against**
Ordinary Resolution Number 1.1: Re-Appointment of KPMG 99.98% 0.02% 568 500 135 83.64% 0.02%
as joint external independent auditors
Ordinary Resolution Number 1.2: Re-Appointment of 98.90% 1.10% 568 500 935 83.64% 0.02%
Deloitte as joint external independent auditors
Ordinary Resolution Number 2.1: Election of Director – Ms 99.99% 0.01% 568 501 285 83.64% 0.02%
Nolitha Fakude
Ordinary Resolution Number 2.2. Re-election of Directors – 99.94% 0.06% 568 500 935 83.64% 0.02%
Ms Lisa Chiume
Ordinary Resolution Number 2.3: Re-election of Directors – 97.19% 2.81% 568 500 935 83.64% 0.02%
Mr Richard Farber
Ordinary Resolution Number 2.4. Re-election of Directors – 81.88% 18.12% 568 500 935 83.64% 0.02%
Ms Faith Khanyile
Ordinary Resolution Number 2.5: Re-election of Directors – 99.86% 0.14% 568 500 935 83.64% 0.02%
Ms Christine Ramon
Ordinary Resolution Number 3.1: Election of members of 99.97% 0.03% 568 500 935 83.64% 0.02%
the Audit Committee – Mr David Macready as a member
and Chairperson
Ordinary resolution Number 3.2: Election of members of 99.97% 0.03% 568 500 935 83.64% 0.02%
the Audit Committee – Ms Lisa Chiume
Ordinary resolution Number 3.3: Election of members of 99.95% 0.05% 568 500 935 83.64% 0.02%
the Audit Committee – Ms Monhla Hlahla
Ordinary resolution Number 3.4: Election of members of 99.86% 0.14% 568 500 935 83.64% 0.02%
the Audit Committee – Ms Christine Ramon
Ordinary resolution Number 3.5: Election of members of 99.97% 0.03% 568 500 935 83.64% 0.02%
the Audit Committee – Ms Marquerithe Schreuder
Ordinary Resolution Number 4.1: Election of members of 82.03% 17.97% 568 500 935 83.64% 0.02%
the Social and Ethics Committee – Ms Faith Khanyile as a
member and Chairperson
Ordinary resolution Number 4.2: Election of members of 99.96% 0.04% 568 500 935 83.64% 0.02%
the Social and Ethics Committee – Ms Monhla Hlahla
Ordinary resolution Number 4.3: Election of members of 99.87% 0.13% 568 500 935 83.64% 0.02%
the Social and Ethics – Ms Christine Ramon
Ordinary resolution Number 4.4: Election of members of 99.97% 0.03% 568 500 935 83.64% 0.02%
the Social and Ethics – Ms Nolitha Fakude
Ordinary resolution Number 4.5: Election of members of 99.91% 0.09% 568 500 935 83.64% 0.02%
the Social and Ethics Committee – Dr Ayanda Ntsaluba
Ordinary resolution Number 4.6: Election of members of 99.91% 0.09% 568 500 935 83.64% 0.02%
the Social and Ethics Committee – Ms Zimkhitha
Saungweme
Ordinary resolution Number 5.1: General authority to 96.47% 3.53% 568 370 041 83.62% 0.04%
directors to allot and issue A Preference Shares
Ordinary Resolution Number 5.2: General authority to 96.47% 3.53% 568 370 041 83.62% 0.04%
directors to allot and issue B Preference Shares
Ordinary Resolution Number 5.3: General authority to 96.47% 3.53% 568 370 041 83.62% 0.04%
directors to allot and issue C Preference Shares
Ordinary Resolution Number 6: Director's authority to 100% 0.00% 568 498 935 83.64% 0.02%
implement special and ordinary resolutions
Advisory endorsement of the remuneration policy and
implementation report
Non-binding advisory vote 1.1: Endorsement of the 94.40% 5.60% 568 498 485 83.64% 0.02%
remuneration policy
Non-binding advisory vote 1.2: The implementation of the 96.06% 3.94% 568 106 388 83.58% 0.08%
remuneration policy
Special Resolutions
Special Resolution Number 1: Approval of Non-executive 86.41% 13.59% 568 113 336 83.59% 0.08%
Directors' remuneration – 2025/2026
Special Resolution Number 2: General authority to 99.94% 0.06% 568 013 098 83.57% 0.09%
repurchase shares in terms of JSE Listings Requirements
Special Resolution Number 3: Authority to provide financial 76.78% 23.22% 548 418 608 80.69% 2.97%
assistance in terms of section 44 of the Companies Act No.
71 of 2008
Special Resolution Number 4: Authority to provide financial 98.71% 1.29% 568 501 280 83.64% 0.02%
assistance in terms of section 45 of the Companies Act No.
71 of 2008
* Based on 679 680 841 shares in issue at the date of the AGM
** In relation to the total number of shares voted at the AGM
Sandton
21 November 2025
Equity and Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 21-11-2025 11:40:00
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