Report of proceedings at the annual general meeting and engagement with shareholders

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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