DISCOVERY LIMITED - Expiry of the Maphai SPV BEE transaction

Expiry of the Maphai SPV BEE transaction

DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1999/007789/06)
ISIN: ZAE000022331
Share Code: DSY
("Discovery" or “the Company”)

EXPIRY OF THE MAPHAI SPV BEE TRANSACTION

Shareholders are referred to the circular issued to Discovery shareholders on 15 November 2005
(“Circular”) and approved at a general meeting of the Company held on 8 December 2005, relating to a
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 ( “BEE Transaction”). In terms of the
BEE Transaction, Discovery issued 1,106,455 shares (0.50% of Discovery’s then issued share capital) at
R0.001 each to the Maphai SPV, being one of the BEE Transaction consortium members, for an initial
period of 11 years (“Initial Period”).

Pursuant to the BEE Transaction, and as described in the Circular, Discovery and the Maphai SPV entered
into a subscription agreement (“Maphai SPV Agreement”) regulating, amongst other things:
- the issue of the abovementioned Discovery shares to the Maphai SPV;
- a call option granted to Discovery to repurchase such number of shares at R0.001 per share, as
  calculated with reference to an agreed formula, so as to provide Discovery with a notional
  return on the notional commencement amount, at the end of Initial Period; and
- the right of the Maphai SPV to subscribe for the same number of shares repurchased by
  Discovery in terms of the call option referred to above, within 30 days of expiry of the Initial
  Period, in order to restore the Maphai SPV’s shareholding in the Company to the level held
  prior to Discovery’s exercise of the call option/repurchase.

According to the Maphai SPV Agreement, the call option is deemed to be automatically exercised by
Discovery at the end of the Initial Period.

Shareholders are advised that the Initial Period has expired and that Discovery has exercised its call
option to repurchase such number of shares at R0.001 per share, as calculated with reference to an
agreed formula, so as to provide Discovery with a notional return on the notional commencement
amount, at the end of Initial Period.

Accordingly, Discovery has repurchased 582 954 Discovery shares (“repurchased shares”) held by the
Maphai SPV, at a price of R0.001 per Discovery share, using the 30 day VWAP to 9 December 2016 of
R113.40, as the reference price per the Maphai SPV agreement.

The Company has received authorization from the JSE for the delisting and cancelation of the
repurchased shares which will be restored forthwith to the status of authorized shares of the Company.

Sandton
15 December 2016

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

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