Discovery Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1999/007789/06)
Legal Entity Identifier: 378900245A26169C8132
Company code: DSYI
(“Discovery” or the “Company”)


NOTIFICATION OF AMENDMENTS TO THE COMPANY’S ZAR 10 BILLION DOMESTIC MEDIUM TERM
NOTE PROGRAMME MEMORANDUM

Discovery has received approval from the JSE Limited (the “JSE”) on the amendments to its
ZAR 10 billion Domestic Medium Term Note Programme Memorandum (the “Programme
Memorandum”). A summary of the amendments effected is provided below:

   ‒   Updates to the Documents Incorporated by Reference section to include links to where the
       information is available and the inclusion of an Issuer Disclosure Document containing the
       following information, which information has been removed from the body of the Programme
       Memorandum:
            • information in relation to certain factors the Company believes represent key risks
                inherent in investing in the notes;
            • information in relation to the business, legal status, management and corporate
                governance of the Company and the guarantors;
            • information in relation to compliance by the Company with the King IV Report on
                Corporate Governance;
            • information in relation to the directors of the Company, the directors of the
                guarantors and the debt officer;
            • information in relation to relevant tax laws of South Africa; and
            • information in relation to South African exchange control;
   ‒   Amendments to the pro forma applicable pricing supplement to cater for amendments to the
       JSE Debt Listings Requirements (“Requirements”);
   ‒   Amendments to the terms and conditions to cater for the amendments to the Requirements
       effective 30 September 2020, which resulted in amendments to Conditions 13 (Notices), 14
       (Meetings of Noteholders), 15 (Confidentiality) and 16 (Modification);
   ‒   Amendments to cater for the movement of unlisted notes to Strate Proprietary Limited’s
       platform;
   ‒   Amendments for changes to the legislation and terms applicable to regulatory capital notes;
   ‒   Amendments to the terms and conditions of the Guarantee to distinguish between
       guaranteed notes and non-guaranteed notes;
   ‒   Updates to the Subscription and Sale, the Settlement, Clearing and Transfer of Notes, the
       South African Taxation, and the South African Exchange Control sections of the Programme
       Memorandum for changes to the relevant laws and regulations;
   ‒   Updates to the General Information and Corporate Information sections of the Programme
       Memorandum;
   ‒   Various amendments throughout the Programme Memorandum to cater for changes to
       applicable laws and regulations where required;
   ‒   Definitions were removed, amended or inserted to give effect to all of the above-mentioned
       amendments; and
   ‒   Other technical changes.
The updated Programme Memorandum and Information Statement are available for inspection at the
registered office of the Company and have been made available for inspection on the Company’s
website at https://www.discovery.co.za/corporate/announcements .

The updated Programme Memorandum will also be available for inspection on the JSE’s website at
www.jse.co.za.



31 May 2022

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