DISCOVERY LIMITED - Acceptance of awards in terms of long-term incentive plans

Acceptance of awards in terms of long-term incentive plans

DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
Legal Entity Identifier: 378900245A26169C8132
JSE share code: DSY, DSYBP
DSY ISIN: ZAE000022331
DSBP ISIN: ZAE000158564
JSE bond code: DSYI
("Company" or "Group" or "Discovery")

ACCEPTANCE OF ANNUAL SHARES AWARDED IN TERMS OF THE DISCOVERY LONG-TERM
INCENTIVE PLAN AND ONCE-OFF AWARDS IN TERMS OF THE DISCOVERY RETENTION LONG-
TERM INCENTIVE PLAN (“LTIPs”)


In compliance with the JSE Limited Listings Requirements, notification is hereby given that
certain executive directors of the Company and directors of major subsidiaries have accepted
annual awards of ordinary shares allocated in terms of the Discovery long-term incentive plan
(“LTIP”), an equity-settled LTIP. These share awards are subject to vesting conditions that include
performance criteria that are aligned to the organic growth methodology of the Group as
outlined in the Company’s remuneration report and vest equally from the 3rd to the 5th
anniversaries of these awards (between 30 September 2023 and 30 September 2025), provided
the necessary vesting criteria have been achieved.

As outlined in the Company’s remuneration report, the Remuneration Committee of Discovery is
also reviewing the Company’s long-term incentive structures at all levels of management to
mitigate the emerging retention risks as a result of the impact of the recent economic slowdown
and the impact of COVID-19 on the compound performance outcomes for vesting of LTIPs.

Following the above review, the Remuneration Committee recently approved a retention
scheme which includes the allocation of once-off equity settled ordinary share awards. The
vesting of these shares is over three years on 30 September 2023 and is similarly subject to
compound performance conditions currently aligned to the organic growth methodology of the
Group and also subject to certain maximum vesting limitations depending on the outcome of
existing LTIP allocations in issue.

The nature of the interest in respect of each of these awards is direct beneficial, subject to
meeting the vesting performance criteria. The transactions have occurred off-market and the
necessary clearances have been obtained.
The combined allocations accepted, which reflect the maximum that can vest depending on
performance conditions, are set out below:
 
 Executive        Acceptance date   Number of   Reference           Deemed
 director                              shares      price*       transaction
                                     accepted                         value
 
 A Gore           29 October 2020     100,141      125.58       R12,575,707

 D M Viljoen      29 October 2020      68,902      125.58        R8,652,713

 H D Kallner      23 October 2020     145,737      125.58       R18,301,652

 A Ntsaluba       23 October 2020      59,135      125.58        R7,426,173

 A Pollard        23 October 2020      25,507      125.58        R3,203,169

 B Swartzberg     23 October 2020      34,877      125.58        R4,379,854



 Director of    Subsidiary       Acceptance       Number of   Reference          Deemed
 major                           date                shares      price*     transaction
 subsidiary                                        accepted                       value
 
 J Broomberg    Discovery        29 October          22,557      125.58      R2,832,708
                Health           2020

 K S Rabson     Discovery Life   29 October          41,168      125.58      R5,169,877
                                 2020
 R J van        Discovery Life   29 October          37,145      125.58      R4,664,669
 Reenen                          2020


*The reference price has been used in determining the share allocations and represents the
volume weighted average traded price of the Company's shares for the 5 days ended 30
September 2020.


Sandton
29 October 2020


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

Date: 29-10-2020 05:40:00
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