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DSYI - Increase of the Overall Domestic Medium Term Note Programme Size
Discovery Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1999/007789/06)
Legal Entity Identifier: 378900245A26169C8132
Company code: DSYI
("Discovery" or the "Issuer")
INCREASE OF THE OVERALL DOMESTIC MEDIUM TERM NOTE PROGRAMME SIZE
Notice is hereby given to noteholders that the Issuer has increased the programme size under its
ZAR10,000,000,000 Domestic Medium Term Note Programme dated 24 May 2022 (the "Programme") with
effect from 12 November 2024 primarily to facilitate issuances of Notes in advance of refinancing maturing
debt.
Previous Programme Size: ZAR10,000,000,000
New Programme Size: ZAR12,500,000,000
Capitalised terms used but not defined in this notice have the meanings given to them in the Programme.
The guarantee entered into on 24 May 2022 between Discovery Health Proprietary Limited and Discovery
Vitality Proprietary Limited (the "Guarantors") (the "2022 Guarantee"), for the benefit of all Guaranteed
Noteholders holding Outstanding Guaranteed Notes under the Programme, remains in full force and effect. In
terms of the 2022 Guarantee, the Guarantors jointly and severally provide an unconditional guarantee to each
Guaranteed Noteholder for the due and punctual payment by the Issuer of all amounts due and payable to
Noteholders holding Outstanding Guaranteed Notes under the Programme, provided that the maximum claim
under the 2022 Guarantee in relation to the aggregate Outstanding Nominal Amount shall not exceed
ZAR10,000,000,000.
A 'top up' guarantee (the "2024 Guarantee") has been entered into between the same Guarantors and on
substantially the same terms as the 2022 Guarantee, save for the amount of the guarantee. In terms of the
2024 Guarantee, the Guarantors jointly and severally provide an unconditional guarantee to each Guaranteed
Noteholder for the due and punctual payment by the Issuer of all amounts due and payable to Noteholders
holding Outstanding Guaranteed Notes under the Programme, provided that the maximum claim under the
2024 Guarantee in relation to the aggregate Outstanding Nominal Amount shall not exceed
ZAR2,500,000,000. The 2024 Guarantee has been entered into to act as a 'top-up' guarantee to provide
protection to Guaranteed Noteholders in light of the increased New Programme Size (as defined below). The
Issuer's aggregate obligations in respect of all Outstanding Guaranteed Notes issued under the Programme
(past and future) shall be jointly and severally, irrevocably and unconditionally guaranteed under the
2022 Guarantee and the 2024 Guarantee combined.
In aggregate, both the 2022 Guarantee and 2024 Guarantee, when read together, shall guarantee the due and
punctual payment by the Issuer of all amounts due and payable to Guaranteed Noteholders holding
Outstanding Guaranteed Notes under the Programme, provided that the maximum aggregate claim under the
2022 Guarantee and the 2024 Guarantee in relation to the aggregate Outstanding Nominal Amount, shall not
exceed ZAR12,500,000,000 (the "New Programme Size").
The 2024 Guarantee is available through a secure electronic manner at the election of the person requesting
inspection and on the Issuer's website at https://www.discovery.co.za/corporate/additional-material.
13 November 2024
Debt sponsor
FirstRand Bank Limited
Date: 13-11-2024 03:46:00
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