Okay, ladies and gentlemen, good morning. Welcome to the 26th Discovery Limited Annual General Meeting. Proxies and representation, representing 84% of the issued share capital of the company, have now been received. Given that more than three members are present, we have a quorum. I therefore declare this meeting duly constituted. I declare this meeting open as the notice convening the meeting has been in your hands for the prescribed period since the 22nd of October 2025. I further propose that the notice be taken as read. With respect to clause 25 of the memorandum of incorporation of the company, I propose that we conclude the six ordinary and two special resolutions together with the advisory votes by poll. The AGM is being webcast through the Computershare platform, where you can ask questions as well as cast your votes.
At this time, I would like to acknowledge the Discovery Limited board members who are in attendance: Adrian Gore, Barry Swartzberg, Bridget van Kralingen, Christine Ramon, Deon Viljoen, Lisa Chiume, Monhla Hlahla , Nolitha Fakude, and Richard Farber, as well as the following board committee chairpersons who are available to answer any questions you may have: David Macready, chairperson of the Audit Committee; Faith Khanyile, chairperson of the REM and Social and Ethics Committee; and Marquerithe Schreuder, chairperson of the Group Risk and Compliance Committee. Before we proceed with the formal business of the meeting, I'd like to make a few opening remarks. Firstly, on the external environment, which we have been operating, and the economic outlook. Secondly, the group's performance. Thirdly, the group's diversity and succession planning. The global context has been marked by geopolitical complexities, global policy shifts, and trade tensions.
Based on the data released to date, global growth appears to be holding up. While inflation has eased in some countries, in others it has remained stubbornly high, affecting the pace and predictability of anticipated interest rate cuts. In this environment, investment markets have been generally favorable, providing good support to a number of our businesses. In South Africa, the government of national unity has provided a measure of political stability, though challenges remain. While growth remains under pressure, we are encouraged by the progress made in several key areas, particularly in energy availability through the government-business partnership, which promotes inclusive economic growth. Separately, the U.K.'s economic and fiscal outlook remains challenging. Demand for and utilization of private medical insurance continued, driven by national health service backlogs. China shifted to more actively supporting domestic consumption while seeking to navigate the changing trade environment.
Bond and equity markets perform strongly. Looking ahead, we expect the external environment to remain highly uncertain in the year ahead, with the group facing increasingly complex global risks. Secondly, let me talk about group performance. Notwithstanding this highly complex global and economic and political context, Discovery delivered an excellent performance across all business units in the first year of the group's five-year growth corridor. This was achieved through focused execution across our two composites, Discovery SA and Vitality. This yielded solid results, with normalized profit from operations up by 29% and normalized headline earnings increasing by 30% to ZAR 9,781 million. For the period from the end of financial year 2024- 2029, the group established a five-year ambition to grow its profit from operations by an annual average compounded rate of 15%-20%.
Our strong performance in the first year of delivery has further strengthened the group's confidence in achieving our stated ambition. Finally, let me just talk about board diversity and succession planning. As of 30th June 2025, our board comprised 12 directors, nine non-executive and three executive. This number increased to 13 directors with effect from 1st September 2025, following the appointment of a new non-executive, Nolitha Fakude, who is presented to the shareholders for election today through Ordinary Resolution 2.1. In 2020, we informed the shareholders through our nomination of directors, board diversity, and evaluation of directors policy of the voluntary minimum targets we had set ourselves as 40% Black and 30% female board representation by 2025. As of 30th September 2025, we are pleased to report a 38% representation of Black directors compared to 29% in financial year 2020 and against our minimum target of 40%.
Furthermore, female representation at board level is at 54% compared to 18% in financial year 2020 and our minimum target of 30%. In June 2025, the Board approved the rollover of our diversity targets for the next five years. Ensuring that the Board has an appropriate and diverse set of skills to meet the many challenges faced by the group will continue to be a focus of our ongoing succession planning efforts. Let us now move to the formal business of the meeting. We will now transact the business of the AGM. Once again, I draw your attention to the notice of AGM published on the 22nd of October 2025. This notice sets out in some detail the business to be transacted at this meeting, as well as the applicable procedures. I will take the notice as read.
The voting will be opened until the end of the resolutions, and then we will take away any questions. We will take any questions, verbal and written, for clarity purposes. The first order of business is the presentation of the annual financial statements. The summarized consolidated financial statements of the company are set out in Annex one, pages 12- 31. I will take these as read. The second order of business is the audit committee report. The report of the audit committee activities during the period under review is set out on pages three to seven of the annual financial statements and will be taken as read. The third order of business is the social and ethics committee report.
The report of the social and ethics committee activities during the year under the review is set out on page 30 of the governance report and will be taken as read. Let's now proceed to those items on the agenda which are required to be voted upon. The ordinary and special resolutions of this meeting are being moved by Mr. Stuart Cohen and seconded by Ms. Jackie Simons. We will now table the respective resolutions for voting. I recommend that we do not take questions while I'm proposing the resolutions, but we will allow the opportunity for questions after all the resolutions have been tabled and before I close the voting. For those preferring written questions, may I request shareholders to start submitting their questions now? This can be done on the Q&A icon, typing your question into the text box and pressing send.
For verbal questions, you'll be granted an opportunity to pose them at the appropriate time. Let's go to Ordinary Resolution one, appointment of joint independent external auditors. These appointments are proposed by way of separate Ordinary Resolution. Ordinary Resolution 1.1, that KPMG is reappointed as the joint independent external auditor of the company, as nominated by the company's audit committee until conclusion of the next AGM, with Mr. Mark Daggert as the individual registered auditor who will undertake the audit. Ordinary Resolution 1.2, that Deloitte & Touche is reappointed as the joint independent external auditor of the company, as nominated by the company's audit committee until conclusion of the next AGM, with Mr. Stephen Munroe as the individual registered auditor who will undertake the audit. Thank you. You may vote now. Ordinary Resolution two, election and reelection of directors.
The profile of the directors standing for election and reelection are set out in Annex two on pages 32 - 36. Ordinary resolution 2.1, the election of Ms. Nolitha Fakude. The resolution reads as follows: Ms. Nolitha Fakude, who was appointed by the board to serve as a director after the last AGM of the company, is hereby elected as a director of the company. Ordinary Resolution 2.2, reelection of Ms. Lisa Chiume. The resolution reads as follows: Ms. Lisa Chiume, who was appointed by the board to serve as a director, is hereby reelected by rotation as a director of the company. Ordinary Resolution 2.3, reelection of Mr. Richard Farber. The resolution reads as follows: Mr. Richard Farber, who was appointed by the board to serve as a director, is hereby reelected by rotation as a director of the company. Ordinary Resolution 2.4, reelection of Faith Khanyile.
The resolution reads as follows: Faith Khanyile, who was appointed by the board to serve as a director, is hereby reelected by rotation as a director of the company. Ordinary Resolution 2.5, reelection of Christine Ramon. The resolution reads as follows: Christine Ramon, who was appointed by the board to serve as a director, is hereby reelected by rotation as a director of the company. Thank you. You may vote now. Okay, moving on to Ordinary Resolutions 3.1 - 3.5, election of the audit committee members. The directors being put forward to discharge the responsibilities of the audit committees are as follows: 3.1, Mr. David Macready, Chairperson; 3.2, Ms. Lisa Chiume; 3.3, Ms. Munroe; 3.4, Ms. Christine Ramon; and 3.5, Ms. Marquerithe Schreuder. Lisa will be appointed subject to her reelection as director, pursuant to Ordinary Resolution 2.2 above.
Similarly, Christine will be appointed subject to her reelection as a director, pursuant to Ordinary Resolution 2.5 above. The profile of the directors standing for election to the audit committee are set out in Annex two on pages 32- 36. The resolution reads as follows: Resolve that the following non-executive director, B, is hereby elected as a member of the audit committee from the conclusion of the AGM until the next AGM of the company. Ordinary Resolution 3.1, election of Mr. David Macready. Ordinary Resolution 3.2, election of Ms. Lisa Chiume. Ordinary Resolution 3.3, election of Ms. Munroe. Ordinary Resolution 3.4, election of Ms. Christine Ramon. Ordinary Resolution 3.5, election of Ms. Marquerithe Schreuder. Thank you. You may vote now. Go to Ordinary Resolutions 4.1 - 4.6, election of the social and ethics committee members.
The directors and executive committee members being put forward to discharge the responsibilities of the social and ethics committee are as follows: 4.1, Faith Khanyile, Chairperson. 4.2, Munroe. 4.3, Christine Ramon. 4.4, Nalita Fakoude. 4.5, Dr. Ayanda Salube. 4.6, Ms. Sangeeta Sargwame. Nalita will be elected subject to her election as a director, pursuant to Ordinary Resolution 2.1, being approved by the requisite majority of directors. Faith will be elected subject to her reelection as a director, pursuant to Ordinary Resolution 2.4, being approved by the requisite majority of directors. Christine will be elected subject to her reelection as director, pursuant to Ordinary Resolution 2.5, being approved by the requisite majority of shareholders. The profiles of the directors and executive committee members standing for election to the social and ethics committee are set out in Annex two on pages 32- 36.
The resolution reads as follows: Resolve that the following non-executive director and executive committee member, B, is hereby appointed as a member of the social and ethics committee from the conclusion of the AGM until the next AGM of the company. Ordinary Resolution 4.1, election of Faith Khanyile. Ordinary Resolution 4.2, election of Munroe. Ordinary Resolution 4.3, election of Ms. Christine Ramon. Ordinary Rresolution 4.4, election of Nalita Fakoude. Ordinary Rresolution 4.5, Dr. Ayanda Salube. Ordinary Resolution 4.6, election of Ms. Sangeeta Sargwame. Thank you. You may vote now. Let's move to Ordinary Resolution five, the general authority to issue preference shares. The detailed requirements for shareholders to give the board authority to issue any of the three classes of preference shares have been fully disclosed in the notice of the AGM. I do not propose to read out these requirements.
It is proposed that the shareholders provide requisite authority to the directors to issue up to: 1) 10 million A preference shares, 2) 12 million B preference shares, and 3) 20 million C preference shares, by passing the Ordinary Resolution number 5.1, Ordinary Resolution 5.2, and Ordinary Resolution 5.3. Thank you. You may vote now. Ordinary Resolution six, authority to implement special and Ordinary Resolutions. I propose that any director of the company or the company secretary B is hereby authorized to do all such things, sign all such documents, and take all such actions as may be necessary for or incidental to the implementation of the ordinary and special resolutions to be proposed at the annual general meeting convened to consider this Ordinary Resolution.
In terms of King V, shareholders of the company are provided with an opportunity to pass non-binding advisory votes on the remuneration policy and the implementation report. The vote allows shareholders to express their views on the remuneration policies adopted and the implementation thereof, but it will not be binding on the company. Furthermore, King V recommends the remuneration policy should record the measures that the board commits to in the event that either the remuneration policy or the implementation report or both have been voted against by 25% or more of the voting rights exercised by the shareholders. Non-binding advisory vote ontwo, it is proposed to endorse the company's remuneration policy as set out in the remuneration report.
Non-binding advisory vote 2, it is proposed to endorse the company's implementation report as set out in the remuneration report, excluding the remuneration of the non-executive directors for their services as members of the board. Thank you. You may vote now. Let's move to special resolutions. Special resolution number one, approval of non-executive directors' remuneration. A broad inflationary increase and, where applicable, a market-related increase in fees is proposed for the next financial year, except for the audit committee chairperson and members where 10% is recommended, and the group risk and compliance committee chairperson where a 15% increase is recommended. Both of these following benchmarking exercises to inform our proposal and resolution.
I propose that payment of the fees as set out on page six of your AGM notice be approved as the basis for calculating the remuneration of the non-executive directors for their services as members of the board for the financial year ending 30th of June 2026. Thank you, and you may vote now.
I propose that the board is hereby authorized by way of a renewable general authority in terms of the provisions of the JSE listing requirements, the Companies Act, and as permitted in the company's MOI, to approve the repurchase of its ordinary shares by the company and the repurchase of ordinary shares in the company by any of its subsidiaries upon such terms and conditions and in such amounts as the board may from time to time determine, but subject to the MOI of the company, the provisions of the Companies Act, and the JSE listings requirements when applicable. The restrictions that the JSE prescribed have been included in the notice of the AGM, and I won't repeat them here. Thank you. You may vote now. Special resolution three, financial assistance in terms of section 44.
I propose that to the extent required by the Companies Act, the board of directors of the company may, subject to compliance with the requirements of the company's MOI, the Companies Act, and the JSE listings requirements, each as presently constituted and as amended from time to time, authorize the company to provide direct or indirect financial assistance as contemplated in section four of the Companies Act. The detail of the authorities has been included in the notice of this meeting, and I won't repeat it here. The authority shall endure until the forthcoming AGM of the company. Thank you. You may vote now.
I propose that to the extent required by the Companies Act, the board of directors of the company may, subject to compliance with the requirements of the company's MOI, the Companies Act, and the JSE listings requirements, each as presently constituted and as amended from time to time, authorize the company to provide direct or indirect financial assistance as contemplated in section 45 of the Companies Act. The detail of the authority has been included in the notice of the meeting, and I won't repeat that here. The authority shall endure until the forthcoming AGM of the meeting. Thank you, and you may vote now.
Just two seconds to explain, the approvals required for Ordinary Resolutions one to 6 contained in the AGM notice require the approval by more than 50% of the votes exercised on the resolutions by shareholders present or represented by proxy at the AGM, and further subject to the provisions of the Companies Act, the company's MOI, and the JSE listing requirements. Special resolutions 1 to 4 and the advisory votes contained in this notice of AGM require at least 75% of the votes exercised on the resolution by shareholders present or represented by proxy here, and further subject to the provisions of the Companies Act, MOI, and the JSE listings requirement. Okay, before we close the polls, let's go to questions submitted on the platform in written format. Company Secretary, have we received any questions online?
Yes, Chair, we do have one question so far.
It comes from Ashley Howlin, and she says, "Under resolution six, I believe the speaker referred to King V. Based on the AGM notice, I believe that it is King IV, and I will respond to this one. When we issued the notice on the 22nd of October 2025, we were still under King IV, and King V was only launched at the end of October. As DSY, we've taken a resolution to be early adopters of King V, and we've since moved on to King V. Thank you. I will take further questions. Are there any questions in the room? There are no questions in the room, and no further questions online. If we can just give it about 15 seconds, Chair, to see if nothing else comes online.
We could give 20 seconds.
Nothing. Okay. Yes, Chair. Anything else in the room? Thank you, Chair.
I'll hand over to you.
Okay. Thank you for that. Again, as all questions or as the question has been dealt with, I'll now close the polls. The results of the voting will now be displayed to everyone. Okay. Okay. If we can just scroll that down so we can see the complete. Okay. Thank you. I think I can confirm that all resolutions have passed. Again, thank you to shareholders for their strong support. Let's now come to the end of proceedings, and let me convey the board's great thanks and appreciation to all our terrific employees for their hard work, their diligence, and for their exceptional commitment to serving our customers. All you do is highly valued by the board. I would also like to thank our non-executive directors for all your excellent support and challenge through immensely complex and uncertain times.
Once again, it is much appreciated. On behalf of the board, I'd like to extend my sincere appreciation to Adrian and the group executive team for their impressive and ethical leadership, their unwavering commitment and energy, and of course, for their resilience and for strong and successful delivery of another set of impressive results. Finally, to everyone in attendance, in person and online, thank you for your time. We look forward to seeing you next year. Please take good care and stay safe. I now declare the 2025 AGM closed.