Discovery Ltd

In addition, we have clear targets that we continue to work towards: We enable our goals through our strong governance structures, which include our newly formed Environmental, Social and Governance (ESG) Committee – a key evolution in our journey. It is a highlight for me to chair this strategic committee, and I believe the strong and broad executive representation in place will result in focused delivery. In this regard, I am supported by David Danilowitz, our Head of ESG and Investor Relations, who is charged with ensuring our ESG strategy and goals are implemented across the Group. [...] The Social and Ethics Committee assists the Board in implementing and monitoring strategies that facilitate sustainable social and economic development, and in integrating ethics and transformation across Discovery. The committee also makes recommendations to the Board on good corporate citizenship, climate change strategy, environmental health and safety, stakeholder relations, and an inclusive economy. The Social and Ethics Committee is chaired by an Independent Non-executive Director, and comprises at least five members, of which three are Independent Non-executive Directors and two are Executive Directors. [...] The implementation of strategy related to sustainability cascades throughout the businesses and functional areas of the Group in the same way as other strategies, with defined reporting channels and independent reporting back to the Board. Ultimately, the CEO is responsible and accountable to the Board for the implementation of economic, environmental and social topics identified by the Board or its committees. [...] The Remuneration Committee provides oversight to the Group scorecard encompassing financial and sustainability performance measures, such as climate-related and ESG targets, which are linked back to executive remuneration. Discovery Group's Single Incentive Plan measures performance over the short and long term and considers management performance at a Group, business and individual level. In addition, overall performance against ESG ratings agencies is assessed as a performance measure. [...] GROUP BOARD Responsible for the strategic direction of the Group's ESG strategy and monitors the progress thereof [...] ESG COMMITTEE Chaired by the CEO, the Committee develops the group-wide ESG strategy and targets that leverage Discovery's unique capabilities for scaled impact, and ensures the strategic implementation and reporting around the strategy and targets.

Discovery has a robust governance structure in place for managing its response to climate change. The Board of Directors oversees the climate change strategy and related activities. The Risk and Compliance Committee of the Board provides oversight of the management of climate-related risks and opportunities and relevant disclosures. It is supported by the Group Chief Risk Officer who is responsible for ensuring that risk management policies and frameworks adequately allow for climate-related risks, that they are monitored and managed at a business and Group level, and included in regulatory reporting. The Social and Ethics Committee of the Board reviews performance against specific climate-related metrics, such as energy, water, waste, and climate change programmes, supported by the work of the Environmental Forum. The Chairperson of the Social and Ethics Committee reports to the Board on a quarterly basis. The Audit Committee reviews and approves public disclosures through external reporting such as the Integrated Annual Report and Sustainable Development Report. [...] A climate and environment steering committee, convened at a Group level and representative of several different business functions, collaborates to manage and drive climate-related transformation. It includes the Chief Risk Officers of both the SA and UK businesses, Group Head of Compliance and Head of Investor Relations, and other representatives responsible for implementing the recommendations of the TCFD and for driving climate-related transformation within the business. The Chief Risk Officer is the executive sponsor of this steering committee, which reports to the Group Executive Committee as necessary. In addition, there are teams and processes in place to monitor and comply with the evolving climate-related regulation and legislation, as well as supervisory requirements in Discovery's SA, UK, and US markets, as well as legal developments that may affect partners. Where necessary, subject matter experts are consulted to provide support on key issues. Any potential impacts on the Group's business activities will be reported periodically to the Board of Directors.

This policy will be given effect through investment mandates and engagements with external asset managers and controls and monitoring processes applied to internally managed assets. The Capital Currency and Investment Committee (CCIC) is responsible for ensuring that the requirements of this policy are met. [...] As prescribed by the King IV Code on Corporate Governance, the Board of Directors of Discovery Limited ('the Board') is ultimately responsible for setting the direction on how responsible investing should be approached and conducted by Discovery. Where an institutional investor outsources investment decisions or investment activities to custodians, nominees, consultants or other service providers, the Board should oversee that the outsourcing is regulated by formal mandate that reflects and gives effect to its responsible investment policy.

The Group's climate-related governance model is embedded in existing governance structures and is structured to ensure effective monitoring and communication of climate-related matters from day-to-day operations within each business to the Board. Our Board, through our Social and Ethics Committee, oversees our Climate Change Strategy, analyses the climate context and challenges, and reviews the Group's performance against climate-related and general sustainability matters on a regular basis. The Social and Ethics Committee Chairperson reports to the Board every quarter. Climate-related governance is further supported by the Risk and Compliance Committee, which monitors climate-related risks and opportunities. In addition, our Audit Committee reviews and approves public disclosures through external financial reporting, while our Remuneration Committee oversees the Group scorecard, which includes climate-related targets that link to executive remuneration.

The Social and Ethics Committee assists the Board in implementing and monitoring strategies that facilitate sustainable social and economic development, and in integrating ethics and transformation across Discovery. The Committee also makes recommendations to the Board on good corporate citizenship, climate change strategy, environmental health and safety, stakeholder relations, and an inclusive economy. The implementation of strategy related to sustainability cascades throughout the businesses and functional areas of the Group in the same way as other strategies, with defined reporting channels and independent reporting back to the Board through Group Internal Audit. Ultimately, the CEO is responsible and accountable to the Board for the implementation of economic, environmental and social topics identified by the Board or its Committees.

The Capital Currency and Investment Committee (CCIC) is responsible for ensuring that the requirements of this policy are met. [...] As prescribed by the King IV Code on Corporate Governance, the Board of Directors of Discovery Limited ('the Board') is ultimately responsible for setting the direction on how responsible investing should be approached and conducted by Discovery. Where an institutional investor outsources investment decisions or investment activities to custodians, nominees, consultants or other service providers, the Board should oversee that the outsourcing is regulated by formal mandate that reflects and gives effect to its responsible investment policy. [...] In line with this policy, the progress made by investment managers in considering ESG factors in their investment decisions must be monitored and reviewed, and remedial action recommended where necessary. [...] Discovery should review the proxy voting policy of its asset managers at least annually. [...] Discovery should review the engagement policy of its asset managers at least annually. [...] Each directly held intermediate holding company of Discovery Limited must provide an attestation on the adherence to this policy, including that of its direct and indirect subsidiaries, facilitated by a Discovery Limited platform. [...] Any breach of or non-compliance with this policy must be communicated to the policy owner as soon as reasonably practical. The policy owner, with input from key stakeholders, will consider the appropriate action required. All instances of non-compliance with this policy will be included in the regular risk and compliance reporting processes and will be reported to the relevant board committees.

**The above aims are underpinned by the following governance commitments:**\n\n* Assign responsibilities at Board and Executive level for delivering on our climate-change strategy.\n* Assess, manage and publicly disclose climate-related risks and opportunities across the Group.\n* Review our capabilities and organising structure to deliver on our climate-related ambitions and goals.

###### GOVERNANCE OF DISCOVERY GROUP'S CLIMATE CHANGE RESPONSE

Discovery has a robust governance structure in place for
managing its response to climate change. The Board of Directors
oversees the climate change strategy and related activities. The
Risk and Compliance Committee of the Board provides oversight
of the management of climate-related risks and opportunities
and relevant disclosures. It is supported by the Group Chief Risk
Officer who is responsible for ensuring that risk management
policies and frameworks adequately allow for climate-related
risks, that they are monitored and managed at a business and
Group level, and included in regulatory reporting. The Social
and Ethics Committee of the Board reviews performance against
specific climate-related metrics, such as energy, water, waste,
and climate change programmes, supported by the work of the
Environmental Forum. The Chairperson of the Social and Ethics
Committee reports to the Board on a quarterly basis. The Audit
Committee reviews and approves public disclosures through
external reporting such as the Integrated Annual Report and
Sustainable Development Report.

The Group Executive Committee is responsible for formulating
and implementing climate change strategies, policies and risk
management plans. This includes integrating issues of climate
change into the business model and strategic priorities, and
driving the delivery of the stated operational, strategic and
innovation goals. Updates on these issues are provided to the
Social and Ethics Committee on a quarterly basis and to the
Group Board as relevant.

A climate and environment steering committee, convened at
a Group level and representative of several different business
functions, collaborates to manage and drive climate-related
transformation. It includes the Chief Risk Officers of both the
SA and UK businesses, Group Head of Compliance and Head
of Investor Relations, and other representatives responsible for
implementing the recommendations of the TCFD and for driving
climate-related transformation within the business. The Chief
Risk Officer is the executive sponsor of this steering committee,
which reports to the Group Executive Committee as necessary.
In addition, there are teams and processes in place to monitor
and comply with the evolving climate-related regulation and
legislation, as well as supervisory requirements in Discovery's SA,
UK, and US markets, as well as legal developments that may
affect partners. Where necessary, subject matter experts are
consulted to provide support on key issues. Any potential impacts
on the Group's business activities will be reported periodically to
the Board of Directors.

Discovery will disclose its progress on the above aims in its
annual reporting suite including the Integrated Annual Report
and Sustainability Report.

The Social and Ethics Committee meets at least four times per year and reviews, as a standing agenda item, performance against the Group's climate change strategy, focusing on metrics related to energy, water and waste, as well as climate change programmes and action plan implementation. The chairperson of the committee reports to the Board on a quarterly basis. [...] The Risk and Compliance Committee oversees climate-related risk and opportunity management. The committee is supported by the Group Chief Risk Officer who ensures: � Risk management policies and frameworks adequately allow for climate-related financial and non-financial risks and opportunities � Climate-related risks and opportunities are identified, assessed, monitored and managed in line with these policies and frameworks, at a business and Group level � Exposure to climate-related risks and opportunities is adequately included in internal, regulatory and public reporting. [...] The ESG Executive Committee, a subcommittee of the Group Executive Committee, ensures appropriate reporting to the Social and Ethics Committee on a periodic basis, incorporating all relevant aspects of ESG. It is responsible for establishing and driving implementation of the ESG strategy across the Group. More specifically, it oversees climate-related transformation initiatives, including corporate targets, employee incentives, research and development, and budget considerations. [...] The Climate and Environment Steering Committee, with representatives from several business functions, is convened monthly at Group level to manage and drive climate-related transformation. Members include the Group Chief Risk Officer, the Chief Sustainability Officer of Vitality UK, Head of Investor Relations and ESG, and other representatives responsible for driving climate-related transformation and implementing the TCFD recommendations. The Group Chief Risk Officer is the executive sponsor of this steering committee, reporting to the Group Executive Committee as necessary on climate-related issues, risks and opportunities.

The Group's climate-related governance model is embedded in existing governance structures and is structured to ensure effective monitoring and communication of climate-related matters from day-to-day operations within each business to the Board. Our Board, through our Social and Ethics Committee, oversees our Climate Change Strategy, analyses the climate context and challenges, and reviews the Group's performance against climate-related and general sustainability matters on a regular basis. The Social and Ethics Committee Chairperson reports to the Board every quarter. Climate-related governance is further supported by the Risk and Compliance Committee, which monitors climate-related risks and opportunities. In addition, our Audit Committee reviews and approves public disclosures through external financial reporting, while our Remuneration Committee oversees the Group scorecard, which includes climate-related targets that link to executive remuneration.

Ultimately reporting to the Discovery Group structure for its climate change response, responsibilities are assigned at Vitality UK Board and executive level to assess, manage, and disclose climate-related risks and opportunities as well as meeting regulatory requirements. Vitality UK will be required to disclose climate-related financial information in line with TCFD recommendations on a mandatory basis from 2023. These governance structures will support alignment in meeting this requirement and aligning to the overall Group climate change strategy and response. The Sustainability Committee oversees the climate- and sustainability-related strategy, risks and opportunities. It reports to the Vitality UK Executive Committee. The Sustainability Committee has representatives from several Vitality UK business functions to manage and drive climate-related transformation, and include the Chief Sustainability Officer, Chief Risk Officer and Chief Financial Officer. The Sustainability Committee reports back to the Vitality UK Board and its related committees. Climate change governance is guided by the regulator, the Prudential Regulation Authority, through their Supervisory Statement (SS3/19), the Financial Conduct Authority, the UK Department for Business, Energy and Industrial Strategy... [...] At the highest level, the Group Board of Directors approves the strategic direction of our climate change response, which is championed by the Group Chief Executive. The Board reviews and approves policies that are relevant to our management of environmental issues including energy, waste, water and climate change, and provides oversight for the development and rollout of climate-related products and services and investments. The Social and Ethics Committee meets at least quarterly and reviews performance against the Group climate change strategy and specific climate-related metrics. This includes initiatives to reduce our environmental impact and metrics related to emissions, energy, water and waste. The chairperson of the Social and Ethics Committee reports to the Board on a quarterly basis. The Risk and Compliance Committee oversees the management of climate-related risks and opportunities, and relevant disclosures. The committee is supported by the Group Chief Risk Officer who is responsible for ensuring that: ÎRisk management policies and frameworks adequately allow for climate-related risks and opportunities ÎClimate-related risks and opportunities are identified, monitored and managed in line with these policies and frameworks, at a business and Group level ÎExposure to climate-related risks and opportunities are adequately included in internal, regulatory and public reporting. The Audit Committee reviews and approves public disclosures included in external reporting such as the Integrated Annual Report and Group Annual Financial Statements The Remuneration Committee oversees the Group scorecard, which includes financial and sustainability performance measures that includes climate-related targets and links to executive remuneration. [...] The Group Executive Committee is responsible for formulating and implementing climate change strategies, policies and risk management plans. This includes integrating climate change issues into the business model and strategic priorities, and driving the delivery of the stated operational, strategic and innovation goals. Updates on these issues are provided to the Social and Ethics Committee quarterly and to the Board as necessary. The Climate and Environment Steering Committee, with representatives from several business functions, is convened at Group level to manage and drive climate-related transformation. Members include the Group Chief Risk Officer, the Chief Sustainability Officer of Vitality UK, the Group Head of Compliance and Head of Investor Relations, and other representatives responsible for implementing the TCFD recommendations and driving climate-related transformation. The Group Chief Risk Officer is the executive sponsor of this steering committee, which reports to the Group Executive Committee as necessary. Discovery also has teams and processes in place to keep abreast of emerging regulatory developments and consider existing regulatory requirements related to climate change in the key countries in which we operate and from international policy bodies. This extends to supervisory requirements in Discovery's SA, UK and US markets, as well as legal developments that may affect partners. Where necessary, subject matter experts are consulted to provide support on key issues. Any potential impacts on the Group's business activities will be reported periodically to the Board of Directors.

Our leadership drives our climate commitments from the highest level, with the Group Chief Executive championing our climate change strategy and our Board and its committees providing oversight. Our ESG Executive Committee is responsible for establishing and embedding the ESG strategy, and will continue to improve internal focus and engagement on ESG-related issues across the Group. [...] Ultimately reporting to the Discovery Group structure for its climate change response, responsibilities are assigned at Vitality UK Board and executive level to identify, assess, manage and disclose climate-related risks and opportunities as well as meeting regulatory requirements. The Vitality UK Sustainability Committee, chaired by the Chief Sustainability Officer (CSO), develops and oversees the climate- and sustainability-related strategy, risks and opportunities across the UK. The Sustainability Committee has representatives from several Vitality UK business functions to manage and drive climate-related transformation, and include the CSO, Chief Risk Officer and Chief Financial Officer. The Sustainability Committee reports back to the Vitality UK Board and its related committees as well as the Vitality UK Executive Committee.

The above aims are underpinned by the following governance commitments: * Assign responsibilities at Board and Executive level for delivering on our climate-change strategy. * Assess, manage and publicly disclose climate-related risks and opportunities across the Group. * Review our capabilities and organising structure to deliver on our climate-related ambitions and goals.

The Social and Ethics Committee meets at least four times per year and reviews, as a standing agenda item, performance against the Group's climate change strategy, focusing on metrics related to energy, water and waste, as well as climate change programmes and action plan implementation. The chairperson of the committee reports to the Board on a quarterly basis. [...] The Risk and Compliance Committee oversees climate-related risk and opportunity management. The committee is supported by the Group Chief Risk Officer who ensures: � Risk management policies and frameworks adequately allow for climate-related financial and non-financial risks and opportunities � Climate-related risks and opportunities are identified, assessed, monitored and managed in line with these policies and frameworks, at a business and Group level � Exposure to climate-related risks and opportunities is adequately included in internal, regulatory and public reporting. [...] The Audit Committee reviews and approves public disclosures in external financial reporting such as the Integrated Annual Report and Group Annual Financial Statements. [...] The Remuneration Committee oversees the Group scorecard, which includes both financial and sustainability performance measures, linking climate-related targets and executive remuneration. [...] The Climate and Environment Steering Committee, with representatives from several business functions, is convened monthly at Group level to manage and drive climate-related transformation. Members include the Group Chief Risk Officer, the Chief Sustainability Officer of Vitality UK, Head of Investor Relations and ESG, and other representatives responsible for driving climate-related transformation and implementing the TCFD recommendations. The Group Chief Risk Officer is the executive sponsor of this steering committee, reporting to the Group Executive Committee as necessary on climate-related issues, risks and opportunities.

Our leadership drives our climate commitments from the highest level, with the Group Chief Executive championing our climate change strategy and our Board and its committees providing oversight. Our ESG Executive Committee is responsible for establishing and embedding the ESG strategy, and will continue to improve internal focus and engagement on ESG-related issues across the Group. [...] Ultimately reporting to the Discovery Group structure for its climate change response, responsibilities are assigned at Vitality UK Board and executive level to identify, assess, manage and disclose climate-related risks and opportunities as well as meeting regulatory requirements. The Vitality UK Sustainability Committee, chaired by the Chief Sustainability Officer (CSO), develops and oversees the climate- and sustainability-related strategy, risks and opportunities across the UK. The Sustainability Committee has representatives from several Vitality UK business functions to manage and drive climate-related transformation, and include the CSO, Chief Risk Officer and Chief Financial Officer. The Sustainability Committee reports back to the Vitality UK Board and its related committees as well as the Vitality UK Executive Committee.

The Group's governance of its response to climate change is embedded in existing governance structures and is structured to ensure effective monitoring and communication of climate-related matters from day-to-day operations within each business to the Board. When selecting and appointing asset managers, we consider the extent to which responsible investment is embedded in their investment and ownership practices. Furthermore, we monitor the responsible investment approach of appointed asset managers to increase accountability. [...] Our Board, through our Social and Ethics Committee, oversees our climate change strategy, analyses the climate context and challenges, and regularly reviews the Group's performance against climate-related and general sustainability matters. The Social and Ethics Committee Chairperson reports to the Board every quarter. The Risk and Compliance Committee further supports climate-related governance by monitoring climate-related risks and opportunities. In addition, our Audit Committee reviews and approves public disclosures through external financial reporting, while our Remuneration Committee oversees the Group scorecard, which includes climate-related targets linked to executive remuneration.

Our Group Climate Change Strategy allows us to better account for present and future climate-related risks, be proactive in the face of rising stakeholder action and support our goal of being a force for social good. The Group's climate-related governance model is embedded in existing governance structures and is structured to ensure effective monitoring and communication of climate-related matters from day-to-day operations within each business to the Board. Our Board, through our Social and Ethics Committee, oversees our Climate Change Strategy, analyses the climate context and challenges and reviews the Group's performance against climate-related and general sustainability matters on a regular basis. The Social and Ethics and Compliance Committee monitors climate-related risks and opportunities, and provides recommendations on mitigation plans to manage the identified risks. Our Audit Committee reviews and approves public disclosures through external reporting.

The Sustainability Committee oversees the climate- and sustainability-related strategy, risks and opportunities. It reports to the Vitality UK Executive Committee. The Sustainability Committee has representatives from several Vitality UK business functions to manage and drive climate-related transformation, and include the Chief Sustainability Officer, Chief Risk Officer and Chief Financial Officer. The Sustainability Committee reports back to the Vitality UK Board and its related committees. [...] The Social and Ethics Committee meets at least quarterly and reviews performance against the Group climate change strategy and specific climate-related metrics. This includes initiatives to reduce our environmental impact and metrics related to emissions, energy, water and waste. The chairperson of the Social and Ethics Committee reports to the Board on a quarterly basis. [...] The Risk and Compliance Committee oversees the management of climate-related risks and opportunities, and relevant disclosures. The committee is supported by the Group Chief Risk Officer who is responsible for ensuring that: ÎRisk management policies and frameworks adequately allow for climate-related risks and opportunities ÎClimate-related risks and opportunities are identified, monitored and managed in line with these policies and frameworks, at a business and Group level ÎExposure to climate-related risks and opportunities are adequately included in internal, regulatory and public reporting. [...] The Climate and Environment Steering Committee, with representatives from several business functions, is convened at Group level to manage and drive climate-related transformation. Members include the Group Chief Risk Officer, the Chief Sustainability Officer of Vitality UK, the Group Head of Compliance and Head of Investor Relations, and other representatives responsible for implementing the TCFD recommendations and driving climate-related transformation. The Group Chief Risk Officer is the executive sponsor of this steering committee, which reports to the Group Executive Committee as necessary.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Discovery's ESG team, centrally housed in corporate, works across business functions to ensure engagement, collaboration, consistency, and feedback from teams including marketing, communications, government affairs/public policy, investor relations, accounting and tax, auditing, procurement, human resources, production, legal, facilities and real estate, engineering, etc. - specifically as it relates to the company's ESG initiatives and climate strategy. In addition to an existing Global Sustainability Committee with representation across business units and geographic boundaries, in 2021 Discovery created a new working group called the Climate Strategy Working Group. This group, consisting of leaders with insight into potential climate-related impacts, will aim to identify, assess, and respond to climate-related risks and opportunities and discuss the potential for related financial or strategic impacts on the business. These two groups, which the ESG team oversees, will ensure engagement activities are consistent with and help inform our broader strategy.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Discovery's Group climate change strategy (2021) spans multiple subsidiaries and geographic locations and requires that the individual responsible for the implementation of the strategy actively engages with industry organisations. Discovery's Social and Ethics Committee reviews Discovery's performance against its climate change strategy on a regular basis and reports back to the Discovery Board. Engagement with industry bodies is a continuous process, allowing for discussion and keeps the individual up to date with current and future policies.

The Discovery Group Climate Change Steering Committee (supported by a robust governance structure that considers climate related areas) consists of representatives across various functional areas of business and operations in South Africa, the UK and US. Any key advocacy engagements or engagement opportunities are shared with and tabled at this Steering Committee for consideration to ensure consistency with Group strategy and policy.

Discovery is a member of a number of industry forums and professional associations with senior staff attending meetings and conferences regularly. Additional organisations are identified as our strategic response to climate change advances. Membership of and participation at industry forums are considered and approved.

There is also an internal approval process in place for regulatory submissions (including those related to climate change matters for consultation) which ensures that any views put forward are consistent with Discovery's climate change strategy.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Discovery's Group climate change strategy spans multiple subsidiaries and geographic locations and requires active engagement with national and industry level organisations. Discovery's Social and Ethics Committee reviews Discovery's performance against its climate change strategy on a regular basis and reports back to the Discovery Board. Engagement with national and industry bodies is a continuous process, allowing for discussion and keeps the organisation up to date with current and future policies.