Refinancing of BEE transaction by a BEE partner DISCOVERY LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1999/007789/06) ISIN: ZAE000022331 Share Code: DSY ("Discovery") REFINANCING OF BEE TRANSACTION BY A BEE PARTNER Shareholders are referred to the circular to Discovery shareholders, dated 15 November 2005, relating to the Black Economic Empowerment ("BEE") transaction, pursuant to which Discovery issued 7.05% of Discovery’s then issued share capital to a consortium of BEE parties (the “BEE Transaction”). In terms of the BEE Transaction, Discovery issued 17 703 273 shares at R0.113 each to WDB Discovery Investment Proprietary Limited (“WDB”), being one of the BEE consortium members. Pursuant to the BEE Transaction Discovery and WDB entered into a subscription agreement regulating, amongst other things, the issue of the abovementioned Discovery shares to WDB and certain other arrangements regarding the refinancing of such shares, the disposals of shares by WDB and the issue of further shares by Discovery to WDB (the “WDB Agreement”). The BEE Transaction was approved by Discovery’s shareholders at a general meeting held on 8 December 2005 (the “Discovery Shareholder Approval”). WDB has decided to refinance its shareholding in Discovery which entails – - The repurchase by Discovery of 12 440 910 (twelve million four hundred and forty thousand nine hundred and ten) Discovery shares held by WDB at a price of R0.001 per Discovery share (the “Repurchase”); and - The issue to WDB by Discovery of 12 440 910 new Discovery shares at a price of R82.75 per Discovery share (representing the 30 day VWAP to 4 December 2013) (the “Issue”) (together, the “Refinancing”). As part of the Refinancing, Discovery and WDB have amended the WDB Agreement in order to regulate the terms and conditions which are to continue to apply to their relationship thereafter. Shareholders are advised that: - The Refinancing by WDB is permitted in terms of the WDB Agreement and has been implemented in accordance with the agreed and approved terms of the WDB Agreement; - The Repurchase by Discovery is permitted in terms of the WDB Agreement and has been approved (by way of a specific authority) in terms of the Discovery Shareholder Approval; - The Issue is permitted in terms of the WDB Agreement and has been approved (by way of a specific authority) in terms of the Discovery Shareholder Approval; and - Discovery, its auditors and legal advisers are of the view that the amendments made to the WDB Agreement are not material and do not conflict with the BEE Transaction approved in terms of the Discovery Shareholder Approval. Accordingly, the amendments made to the WDB BEE Agreement do not require further shareholder approval. Sandton 6 December 2013 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisers to Discovery ENSAfrica Date: 06/12/2013 09:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.