Discovery : DMTN Programme - Issuer Disclosure Document

DISCOVERY LIMITED

(incorporated in South Africa with limited liability under registration no.: 1999/007789/06)

ISSUER DISCLOSURE DOCUMENT DATED 24 MAY 2022

ZAR10,000,000,000

Domestic Medium Term Note Programme

Senior Notes may be unconditionally and irrevocably guaranteed, jointly and severally by

DISCOVERY HEALTH PROPRIETARY LIMITED

(incorporated in South Africa with limited liability under registration no.: 1997/013480/07)

and

DISCOVERY VITALITY PROPRIETARY LIMITED

(incorporated in South Africa with limited liability under registration no.: 1999/007736/07)

Unless otherwise indicated, (i) capitalised terms used but not defined in this Issuer Disclosure Document have the meanings given to them in the section of the amended and restated programme memorandum in respect of the Discovery Limited ZAR10,000,000,000 Domestic Medium Term Note Programme dated 24 May 2022 (the "Programme Memorandum") headed "Definitions" and (ii) Condition 1.2 applies mutatis mutandis to this Issuer Disclosure Document.

This Issuer Disclosure Document is incorporated by reference into, and forms part of, the Programme Memorandum.

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TABLE OF CONTENTS
Clause number and description	Page
RISK FACTORS ......................................................................................................................................................	3
DESCRIPTION OF THE ISSUER AND GUARANTORS ......................................................................................	17
SOUTH AFRICAN EXCHANGE CONTROL .........................................................................................................	57
SOUTH AFRICAN TAXATION ..............................................................................................................................	59

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RISK FACTORS

The Issuer believes that the factors described below, which are not set out in any particular order, represent key risks inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it, or which it may not currently be able to anticipate. Some risks are not yet known and some that are not currently deemed material could later turn out to be material. Accordingly, the Issuer does not represent or warrant that the statements below regarding the risks of holding any Notes are exhaustive. The information given below is as at the date of this Issuer Disclosure Document.

All of these risks could materially affect the Issuer and/or the Guarantors, their reputation, business, as well as the results of their operations and overall financial condition.

The information set out below is not intended as advice and does not purport to describe all of the considerations that may be relevant to a prospective investor.

Investors contemplating making an investment in the Notes should determine their own investment objectives and experience, and any other factors which may be relevant to them in connection with such investment.

RISKS RELATING TO THE NOTES

1. THE NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS

1.1. Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

1. have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes, and the information contained or incorporated by reference in the Programme Memorandum or any applicable supplement;
2. have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such an investment will have on its overall investment portfolio;
3. have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies (if applicable), or where the currency for principal or interest payments is different from the potential investor's currency;
4. understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

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1. 1. 1.1.5. be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

   2. The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial and legal advisor) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.
2. THERE IS NO TRADING MARKET FOR THE NOTES
   The Notes will be new securities which may not be widely distributed and for which there is currently no active trading market. While application may be made for the Notes to be traded on the JSE or on such other Financial Exchange(s) as may be determined by the Issuer, there can be no assurance that the Issuer will be able to maintain such listing or that a trading market will develop for the Notes. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general political and economic conditions, the condition of the financial sector, the financial condition of the Issuer, the Issuer's financial performance and future prospects.
3. THE NOTES MAY BE REDEEMED PRIOR TO MATURITY
4. 1. In the event that the Issuer is obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of any taxes, the Issuer may redeem all Outstanding Notes in accordance with the Terms and Conditions.
   2. In addition, if the Terms and Conditions provide that Notes are in certain circumstances redeemable prior to the Maturity Date, the Notes may be redeemed at times when prevailing interest rates may be relatively low. In such circumstances, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the relevant Notes.
5. RISKS RELATING TO THE CSD
6. 1. Notes issued under the Programme which are listed on the Interest Rate Market of the JSE or such other or additional Financial Exchange and/or held in the CSD may, subject to Applicable Laws and the Applicable Procedures, be issued in uncertificated form. Unlisted Notes may also be held in the CSD in uncertificated form. Notes held in the CSD will be issued, cleared and

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settled in accordance with the Applicable Procedures through the electronic settlement system of the CSD. Except in the limited circumstances described in the Terms and Conditions, investors will not be entitled to receive Individual Certificates. The CSD will maintain records of the Beneficial Interests in Notes and/or issued in uncertificated form, which are held in the CSD (whether such Notes are listed or unlisted). Investors will be able to trade their Beneficial Interests only through the CSD and in accordance with the Applicable Procedures.

1. 1. Payments of principal and/or interest in respect of uncertificated Notes will be made to the CSD and the Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the CSD for distribution to their account holders. A holder of a Beneficial Interest in uncertificated Notes, whether listed or unlisted, must rely on the procedures of the CSD to receive payments under the relevant Notes. Each investor shown in the records of the CSD shall look solely to the CSD for his share of each payment so made by the Issuer to the registered holder of such uncertificated Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, such Beneficial Interests.
   2. Holders of Beneficial Interests in uncertificated Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the CSD to appoint appropriate proxies.
2. UNLISTED NOTES
   The Issuer may issue unlisted Notes under the Programme. Unlisted Notes will not be regulated by the JSE or any other Financial Exchange. The holders of unlisted Notes will have no recourse against the JSE Debt Guarantee Fund Trust (or any successor fund) in respect of unlisted Notes.
3. RISKS RELATING TO THE NOTES GENERALLY
4. 1. Change of law
      The Notes are governed by, and will be construed in accordance with, South African law in effect as at the date of the Programme Memorandum. No assurance can be given as to the impact of any possible judicial decision or change to South African law or the law of any other jurisdiction or administrative practice after the issuance of the Notes.
   2. Legal investment considerations may restrict certain investments
      The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the