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Wed 2 Sep 2009, 8:48 DSY - Discovery Holdings Limited - Audited Group results and cash dividend
DSY
DSY                                                                             
DSY - Discovery Holdings Limited - Audited Group results and cash dividend      
declaration for the year ended 30 June 2009                                     
Discovery Holdings Limited                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1999/007789/06)                                           
JSE share code: DSY   ISIN: ZAE000022331                                        
Audited Group results and cash dividend declaration for the year ended 30 June  
2009                                                                            
Operating profit +32% to R1.7 billion                                           
New business API excluding Destiny +20% to R5 775 million                       
Diluted embedded value per share +12% to R35.83                                 
Total dividend for the year +31% to 58.5 cents                                  
Introduction                                                                    
The performance of Discovery Holdings Ltd ("Discovery", "the company" or "the   
Group") over the year has exceeded expectation, despite the difficult economic  
conditions and the environment`s complexity. The period has been characterised  
by sound performances across all businesses, record levels of new business      
production, and strong earnings growth. Discovery`s methodology of organic      
growth through innovation to meet our clients` needs has proved successful in   
negating the impact of adverse market conditions, with the following features   
contributing to the group`s strong performance and success:                     
1. Client-centric innovation through Discovery`s integration strategy:          
Discovery`s success is based on meeting the needs of its clients. To this end,  
the product strategy is based on innovation that provides efficiency, value     
for money and sustainability. Discovery offers consumers an integrated product  
suite that spans their financial and protection needs, providing them with a    
range of unique benefits and cost efficient, comprehensive product solutions    
that are particularly appropriate in the current recessionary environment.      
The launch of Vitality`s HealthyFoodTrade Mark Benefit in 2009 is one such      
innovation, saving consumers up to 25% on a range of products at Pick n Pay     
while promoting healthy nutrition. Other innovations rolled out during the      
period included Discovery Health`s Delta Plans, which have generated a saving   
of 20% on contributions for consumers, and the introduction of lower income     
bands within the KeyCare Plans, resulting in a contribution saving of 30% for   
families at the lowest income levels. Discovery Life`s Cover Integrator has     
made life assurance more cost-efficient, enabling policyholders to purchase     
additional life cover at a saving of up to 50% on the additional cover.         
The combination of these factors culminated in the announcement in August 2009  
that Discovery Health and Discovery Life were voted the best medical aid and    
long-term insurance brands respectively in the business to business category    
of the 2009 Sunday Times Top Brands survey.                                     
2. Quality and financial strength: It is well documented that during difficult  
economic times, consumers migrate to companies that display the attributes of   
quality and financial strength. Discovery`s reputation for financial            
stability, quality and innovation has proven to be a great asset in attracting  
new business and retaining existing clients. Importantly, Discovery`s ethos     
and methodologies are based on financial prudence as well as product            
innovation and excellence. Discovery has no gearing and all its risk-taking     
entities enjoyed record-levels of capital strength in the period. This enabled  
Discovery to accelerate its investment into research and development, and       
other growth strategies.                                                        
3. Distribution excellence: Discovery`s distribution capability is uniquely     
powerful, comprising a substantial and efficient broker distribution network    
and recently-formed tied agency force of exceptional quality. This combination  
has also contributed strongly to Discovery`s resilience during the              
recessionary cycle.                                                             
Discovery Health                                                                
Discovery Health`s performance exceeded expectation. The company operates in a  
complex environment marked by continuous regulatory and policy shifts.          
Further, it operates in areas of great necessity, impact and consequence. To    
ensure its relevance and sustainability, Discovery Health`s fundamental         
strategy is to create for its members an excellent healthcare system that is    
affordable, comprehensive and sustainable. The central measure of Discovery     
Health`s success, therefore, is its performance on behalf of the members of     
the Discovery Health Medical Scheme and other schemes under its management.     
In terms of this performance, the Scheme`s contribution inflation is            
comfortably in line with member expectation while the value of benefits paid    
per member has grown in excess of inflation. Over the 12 months to June 2009,   
Scheme reserves are estimated to have grown by R700 million and are on track    
to reach the R6 billion mark by the end of the calendar year, while membership  
increased by 45 000 lives. In addition, the scale of Discovery Health`s         
network arrangements has expanded, enabling more members to access care         
without co-payments. Discovery Health`s GP Network now covers nearly 80% of     
members and payment arrangements with specialists grew to 85%. The Delta Plan   
technology and KeyCare Networks have enabled Discovery Health to offer          
affordable plans across the widest range of income groups.                      
The strength and consistency of this performance has enabled the company to     
grow its profitability, scale and infrastructure significantly, placing it in   
a particularly strong position going forward. Discovery Health estimates that   
the combination of its risk-management capability, provider networks, payment   
arrangements and managed care interventions has created a healthcare network    
that is 10% less expensive to scheme members than its competitors, within a     
robust, high-touch service environment.                                         
Due to its size and impact, Discovery Health is committed to building and       
improving the healthcare system - not for its members alone, but for all South  
Africans. Our aim is to work with Government in its pursuit of healthcare       
reform and the implementation of a National Health Insurance System (NHI) to    
the benefit of all South Africans. Discovery Health is convinced that the NHI   
will require the constructive and creative co-operation of all stakeholders to  
make it workable and sustainable. To this end, Discovery will continue to make  
available its expertise and resources, and will engage positively and           
constructively.                                                                 
Discovery Life                                                                  
Discovery Life`s performance over the period was particularly pleasing. The     
company`s strategy is to pursue product and distribution excellence, based on   
a foundation of financial strength, and to use the Group`s assets to innovate   
and integrate its products in order to meet the needs of its clients. During    
the period, the rigorous application of these strategies yielded excellent      
results, with new business increasing by 31% and profits growing by 20%.        
The product strategy was particularly successful during the period, with new    
products gaining significant traction. Policyholders purchased life cover to    
the value of approximately R30bn through the new Cover Integrator. The          
Lifetime Benefit technology, also launched during the period and applied to     
severe illness and disability benefits, served to increase the take-up of the   
Severe Illness Benefit by 10%, Capital Disability Benefit by 5% and Income      
Continuation Benefit by 10%.                                                    
In addition, the level of broker support increased, with the number of brokers  
selling Discovery Life products increasing by more than 650 to a total of 5     
722 brokers. Discovery`s tied agency force grew from 149 to 206 agents          
nationwide, achieving exceptional levels of productivity.                       
During recessionary cycles, lapses of life policies tend to increase, and       
Discovery Life`s lapse rate did escalate during this period. However, the       
lapse rate remained below the assumptions used in the company`s reserving       
basis, leading to a fairly minimal impact on Discovery Life`s profitability.    
Applying a more conservative view of future lapses did affect the embedded      
value. However, the other aspects of performance were exceptional and           
sufficient to offset the effect of lapses, enabling the company to generate     
positive experience variances despite the environment. In addition, record      
levels of quality new business were transacted, with margins being maintained,  
enabling the company to increase its embedded value by 8% to R8 686 million.    
Having restructured its negative reserve during the period, Discovery Life      
continues to enjoy considerable capital robustness and flexibility. This        
positions it strongly for continued future growth with limited recourse to      
shareholder funding.                                                            
Discovery Invest                                                                
Discovery Invest`s performance was pleasing, especially in the context of the   
economic environment. Launched towards the end of 2007, the company began       
actively trading during 2008, precisely at the start of the economic crisis     
and the resulting turmoil in the financial markets. Discovery has used this     
time to build significant capability and capacity within Discovery Invest,      
manifesting in a business that is well positioned for its market, and assets    
under management of R4.2 billion by year-end.                                   
Using Discovery`s integration capabilities to offer differentiated and          
superior products has proven a successful strategy. For example, Discovery      
Invest recently launched the Upfront Investment Integrator, a product           
structure that utilises the efficiency of integration to boost investors` fund  
allocations by up to 26%, thereby mitigating the effects of falling markets.    
Despite the depressed investment market, Discovery Invest`s new business        
production was pleasing and in line with expectation. Importantly, Discovery    
Invest`s distribution channels were increased and enhanced to facilitate        
Discovery Invest`s offerings.                                                   
Initiatives like the Discovery Invest Leadership Summit were rolled out to      
build the company`s presence, brand, and to showcase its capabilities.          
Operating losses were narrowed during the period as assets under management     
continue to grow.                                                               
Discovery Vitality                                                              
Vitality`s performance during the period exceeded expectation. The company`s    
role is foundational within the broader group and Vitality`s role of            
facilitating integration, driving better selection and enhancing mortality and  
morbidity experience was particularly important during the period under         
review.                                                                         
In the early phases of Vitality`s roll-out, the company focused on creating     
rewards and structures to drive behavioural change. During the period under     
review, the focus shifted to understanding the science behind Vitality and      
measuring the clinical and actuarial effects of Vitality on mortality,          
morbidity, and persistency. Academic studies were conducted with researchers    
from the Universities of Cape Town and the Witwatersrand and the Harvard        
Medical School, manifesting in key papers that have been accepted for           
publication in a range of international journals.                               
It is this understanding that provides the foundation for the further           
integration of Discovery`s products, and their ability to offer unique value    
to our clients. Particularly important was the launch of the HealthyFood        
BenefitTrade Mark with Pick n Pay. This has been one of the boldest steps in    
the evolution of Vitality and provides an exceptional foundation for future     
product innovation. Some of the key Discovery innovations for 2010 will         
incorporate elements of the HealthyFoodTrade Mark Benefit. The market`s         
reception of the benefit has been exceptional and, by the end of the four-      
month start-up period, over 715 000 trolleys of HealthyFoodTrade Mark had been  
purchased.                                                                      
PruHealth                                                                       
The deep recession in the UK has had an impact on the performance of            
PruHealth, Discovery`s health insurance joint venture with the Prudential       
plc("Prudential"). Despite this, solid progress was made on a number of fronts  
and the business remains well positioned  in the UK private medical insurance   
market.                                                                         
Leveraging off Discovery`s consumer-directed health assurance and operational   
infrastructure and Prudential`s established brand strength in the UK financial  
services market, PruHealth`s performance since its launch has been              
characterised by clear product leadership and consistent new business growth.   
The number of lives insured grew to 212 000, an increase of 20% for the         
period. PruHealth`s market share accounts for 2.5% of the market in terms of    
in-force lives, and it currently ranks 5th in the UK`s private medical          
insurance market overall. Premiums written in the period for the in-force       
business increased by 37% to GBP86 million.                                     
Loss ratios have deteriorated to some extent during the past six months,        
largely due to the recessionary environment in the UK. Discovery`s share of     
the losses reduced by 34% to R103 million. The deterioration in loss ratios     
will delay the reaching of the breakeven target. However, evidence from         
previous recessionary periods indicates that short-term increases in the loss   
ratio are an industry phenomenon and are likely to return to normal as the      
economy stabilises.                                                             
PruHealth has a comprehensive set of initiatives underway to manage the         
profitability of the business and to position it well to continue to take       
advantage of opportunities in the market. The UK is showing early signs of      
economic recovery, and as government budgets tighten, the National Health       
Service will face increasing funding pressure. This leaves private health       
insurers to play a bigger role going forward.                                   
PruHealth will continue to develop its competitive position through amendments  
to the product offering, improving the clinical and financial robustness of     
the Vitality programme, the introduction of lower cost hospital network plans,  
and enhanced managed care initiatives.                                          
Vitality is a key competitive differentiator for PruHealth and the level of     
engagement of PruHealth members continues to be encouraging. Vitality impacts   
positively on health costs, and has a significant impact on retention levels.   
The focus for PruHealth continues to be on increasing sales, growing the in-    
force book and managing its loss ratio, leading to sustainable profitability    
over the longer term.                                                           
PruProtect                                                                      
PruProtect`s performance was pleasing. During the period, the company focused   
extensively on enhancing the product range and ensuring its appropriateness     
for the UK market, as well as building a substantial distribution capability.   
This resulted in a significant increase in the levels and quality of new        
business, with average premiums and ancillary benefits purchased exceeding      
expectation.                                                                    
While the UK life assurance market is of considerable scale, transacting        
business is highly capital intensive, and traditional products are              
commoditised with low margins. PruProtect`s strategy of focusing on product     
innovation and high-advice, face-to-face distribution capabilities are crucial  
to penetrating the market and building a profitable business.                   
During the period, considerable development took place within the company`s     
funding and capital structures to ensure the business is not overly capital     
intensive and with scale, becomes highly profitable with significant returns    
on capital. This approach uses the actuarial structures built within Discovery  
Life, where the negative reserves generated by new business are funded by the   
positive reserves within the Prudential`s Life Fund. This enables the capital   
intensive nature of the business to be mitigated substantially, and ensures     
that with increasing scale, the returns on capital will be superior.            
Discovery remains optimistic about the potential of PruProtect, particularly    
because of the combination of product receptivity, distribution capability and  
capital efficiency.                                                             
Destiny Health and Vitality                                                     
The wind-down of Destiny Health, Discovery`s US health insurance subsidiary,    
has progressed according to plan. Membership has reduced from 60 000 lives to   
approximately 600 lives, with the cost base being dynamically realigned to      
support the diminishing scale of the business. In addition to the wind-down,    
we are in the process of building out the core Vitality capability in the       
United States. This will serve as the research and development and clinical     
and scientific hub for Vitality globally. The positioning of Vitality in the    
US will enable Discovery to access the latest clinical and behavioural          
research needed to support and enhance the Vitality programme, as well as to    
pursue niche opportunities in the US as they arise.                             
MI Hilkowitz                      A Gore                                        
Chairperson                       Chief Executive Officer                       
Income statement                                                                
for the year ended 30 June 2009                                                 
                                          Group        Group         %          
R million                                  2009         2008          change    
Insurance premium revenue                  5 186        4 293         21        
Reinsurance premiums                       (870)        (780)                   
Net insurance premiums                     4 316        3 513                   
Fee income from administration business    2 885        2 532         14        
Receipt arising from reinsurance contracts 750          -                       
Investment income                          236          210                     
Net realised gains on available-for-sale   65           252                     
financial assets                                                                
Net fair value (losses)/gains on financial (9)          25                      
assets at fair value through profit or                                          
loss                                                                            
Vitality income                            944          791           19        
Net income                                 9 187        7 323                   
Claims and policyholders` benefits         (2 583)      (2 156)                 
Insurance claims recovered from reinsurers 707          601                     
Net claims and policyholders` benefits     (1 876)      (1 555)                 
Acquisition costs                          (1 313)      (1 132)                 
Marketing and administration expenses      (4 329)      (3 784)                 
Recovery of expenses from reinsurers       223          148                     
Transfer from assets/liabilities under     106          749                     
insurance contracts                                                             
- change in assets arising from insurance  1 292        791                     
contracts                                                                       
- change in liabilities arising from                                            
insurance contracts -                                                           
Premium deficiency reserve                 (21)         -                       
- change in liabilities arising from       (306)        (55)                    
insurance contracts - Other                                                     
- change in liabilities arising from       (859)        13                      
reinsurance contracts                                                           
Fair value adjustment to liabilities under (35)         (14)                    
investment contracts                                                            
Profit before impairment and BEE expenses  1 963        1 735         13        
Impairment of financial instruments held   (96)         -                       
as available-for-sale                                                           
BEE expenses                               (13)         (23)                    
Profit from operations                     1 854        1 712                   
Finance costs                              (16)         (52)                    
Foreign exchange (loss)/profit             (23)         4                       
Share of loss from associate               (1)          -                       
Profit before taxation                     1 814        1 664         9         
Taxation                                   (590)        (506)                   
Profit for the year                        1 224        1 158         6         
Attributable to:                                                                
Equity holders                             1 212        1 156                   
Minority interests                         12           2                       
                                          1 224        1 158                    
Earnings per share for profit attributable                                      
to the equity holders during the year                                           
(cents):                                                                        
- basic                                    219.9        212.9         3         
- diluted                                  219.3        211.1         4         
Headline earnings                                                               
for the year ended 30 June 2009                                                 
                                          Group        Group        %           
R million                                  2009         2008         change     
Headline earnings per share (cents):                                            
- undiluted                                224.7        172.0        31         
- diluted                                  224.1        170.5        31         
The reconciliation between earnings and                                         
headline earnings is shown below:                                               
Net profit attributable to equity          1 212        1 156                   
shareholders                                                                    
Adjusted for:                                                                   
- realised profit on available-for-sale    (56)         (222)                   
investments net of CGT                                                          
- impairment on available-for-sale                                              
investments net of CGT                     82           -                       
Headline earnings                          1 238        934          33         
Weighted number of shares in issue (000`s) 551 043      543 016      1          
Diluted weighted number of shares (000`s)  552 591      547 530      1          
Balance sheet                                                                   
at 30 June 2009                                                                 
                                                       Group      Group         
R million                                               2009       2008         
ASSETS                                                                          
Property and equipment                                  199        291          
Investment property                                     20         -            
Intangible assets including deferred acquisition costs  520        243          
Assets arising from insurance contracts                 5 449      4 165        
Investment in associate                                 -          1            
Financial assets                                                                
- Equity securities                                     2 469      2 055        
- Equity linked notes                                   693        459          
- Debt securities                                       488        173          
- Inflation linked securities                           20         65           
- Money market                                          958        1 034        
- Derivatives                                           68         35           
- Loans and receivables including insurance             1 846      1 478        
receivables                                                                     
Deferred income tax                                     239        128          
Current income tax asset                                83         -            
Reinsurance contracts                                   142        99           
Cash and cash equivalents                               1 737      812          
Total assets                                            14 931     11 038       
EQUITY                                                                          
Capital and reserves                                                            
Share capital and share premium                         1 548      1 468        
Other reserves                                          540        721          
Retained earnings                                       4 925      3 975        
Total equity                                            7 013      6 164        
LIABILITIES                                                                     
Liabilities arising from insurance contracts            1 778      1 061        
Liabilities arising from reinsurance contracts          1 104      260          
Financial liabilities                                                           
- Investment contracts at fair value through profit or  2 161      1 230        
loss                                                                            
- Borrowings at amortised cost                          32         37           
- Derivatives                                           12         6            
Deferred income tax                                     1 402      1 031        
Deferred revenue                                        86         70           
Provisions                                              65         54           
Trade and other payables                                1 278      1 116        
Current income tax liabilities                          -          9            
Total liabilities                                       7 918      4 874        
Total equity and liabilities                            14 931     11 038       
Cash flow statement                                                             
for the year ended 30 June 2009                                                 
                                                        Group        Group      
R million                                                2009         2008      
Cash flow from operating activities                      1 211        385       
Cash generated by operations                             2 649        1 103     
Policyholder net investments                             (1 270)      (638)     
Dividends received                                       67           33        
Interest received                                        216          194       
Interest paid                                            (16)         (25)      
Taxation paid                                            (435)        (282)     
Cash flow from investing activities                      (50)         (269)     
Net disposals/(purchases) of investments                 105          (76)      
Purchase of equipment                                    (21)         (132)     
Purchase of intangible assets                            (134)        (66)      
Decrease in loans receivable                             -            5         
Cash flow from financing activities                      (177)        (334)     
Proceeds from issuance of ordinary shares                111          50        
Dividends paid to equity holders                         (278)        (236)     
Minority share buy-back                                  (5)          (8)       
Loan to share trust participants                         -            (109)     
Repayment of borrowings                                  (5)          (31)      
Net increase/(decrease) in cash and cash equivalents     984          (218)     
Cash and cash equivalents at beginning of year           812          996       
Exchange (losses)/gains on cash and cash equivalents     (59)         34        
Cash and cash equivalents at end of year                 1 737        812       
Statement of changes in equity                                                  
for the year ended 30 June 2009                                                 
Attributable to equity                                
                          holders of the Company                                
                          Share      Share-                                     
                          capital    based                                      
and        pay-       Invest-  Trans-                 
                          share      ment       ment     lation                 
R million                  premium    reserve    reserve  reserve               
30 June 2008                                                                    
Balance at 1 July 2007     1 393      257        542      115                   
Staff scheme shares        75         -          -        -                     
released                                                                        
Minority share buy-back    -          -          -        -                     
Share-based payments       -          32         -        -                     
Unrealised losses on       -          -          (25)     -                     
investments                                                                     
Capital gains tax on       -          -          4        -                     
unrealised gains on                                                             
investments                                                                     
Realised gains on          -          -          (252)    -                     
investments transferred                                                         
to income statement                                                             
Capital gains tax on       -          -          30       -                     
realised gains on                                                               
investments                                                                     
Currency translation       -          -          -        36                    
differences                                                                     
Transfer to hedging        -          -          -        -                     
reserve                                                                         
Net profit for the period  -          -          -        -                     
Dividends paid to equity   -          -          -        -                     
holders                                                                         
Realised loss on minority  -          -          -        -                     
share buy-back                                                                  
Balance at 30 June 2008    1 468      289        299      151                   
30 June 2009                                                                    
Balance at 1 July 2008     1 468      289        299      151                   
Staff scheme shares        103        -          -        -                     
released                                                                        
Minority share buy-back    -          -          -        -                     
Increase in treasury       (23)       -          -        -                     
shares                                                                          
Share-based payments       -          18         -        -                     
Unrealised losses on       -          -          (253)    -                     
investments                                                                     
Capital gains tax on       -          -          39       -                     
unrealised gains on                                                             
investments                                                                     
Realised gains on          -          -          (65)     -                     
investments transferred                                                         
to income statement                                                             
Capital gains tax on       -          -          9        -                     
realised gains on                                                               
investments                                                                     
Impairment of investments  -          -          96       -                     
transferred to income                                                           
statement                                                                       
Capital gains tax on       -          -          (13)     -                     
impairment of investments                                                       
Currency translation       -          -          -        (55)                  
differences                                                                     
Transfer from hedging      -          -          -        -                     
reserve                                                                         
Net profit for the period  -          -          -        -                     
Dividends paid to equity   -          -          -        -                     
holders                                                                         
Realised profit on         -          -          -        -                     
minority share buy-back                                                         
Balance at 30 June 2009    1 548      307        112      96                    
Attributable to                                       
                          equity holders of                                     
                          the Company                                           
                                                                                

                                                                                
                          Hedging    Retained  Minority                         
R million                  reserve    earnings  interest   Total                
30 June 2008                                                                    
Balance at 1 July 2007     (2)        3 057     -          5 362                
Staff scheme shares        -          -         -          75                   
released                                                                        
Minority share buy-back    -          -         (2)        (2)                  
Share-based payments       -          -         -          32                   
Unrealised losses on       -          -         -          (25)                 
investments                                                                     
Capital gains tax on       -          -         -          4                    
unrealised gains on                                                             
investments                                                                     
Realised gains on          -          -         -          (252)                
investments transferred                                                         
to income statement                                                             
Capital gains tax on       -          -         -          30                   
realised gains on                                                               
investments                                                                     
Currency translation       -          -         -          36                   
differences                                                                     
Transfer to hedging        (16)       -         -          (16)                 
reserve                                                                         
Net profit for the period  -          1 156     2          1 158                
Dividends paid to equity   -          (236)     -          (236)                
holders                                                                         
Realised loss on minority  -          (2)       -          (2)                  
share buy-back                                                                  
Balance at 30 June 2008    (18)       3 975     -          6 164                
30 June 2009                                                                    
Balance at 1 July 2008     (18)       3 975     -          6 164                
Staff scheme shares        -          -         -          103                  
released                                                                        
Minority share buy-back    -          -         (12)       (12)                 
Increase in treasury       -          -         -          (23)                 
shares                                                                          
Share-based payments       -          -         -          18                   
Unrealised losses on       -          -         -          (253)                
investments                                                                     
Capital gains tax on       -          -         -          39                   
unrealised gains on                                                             
investments                                                                     
Realised gains on          -          -         -          (65)                 
investments transferred                                                         
to income statement                                                             
Capital gains tax on       -          -         -          9                    
realised gains on                                                               
investments                                                                     
Impairment of investments  -          -         -          96                   
transferred to income                                                           
statement                                                                       
Capital gains tax on       -          -         -          (13)                 
impairment of investments                                                       
Currency translation       -          -         -          (55)                 
differences                                                                     
Transfer from hedging      43         -         -          43                   
reserve                                                                         
Net profit for the period  -          1 212     12         1 224                
Dividends paid to equity   -          (269)     -          (269)                
holders                                                                         
Realised profit on         -          7         -          7                    
minority share buy-back                                                         
Balance at 30 June 2009    25         4 925     -          7 013                
Segmental information                                                           
for the year ended 30 June 2009                                                 
                                   Health                                       
United                            
                                   South      States of  United                 
R million                           Africa     America    Kingdom               
30 June 2009                                                                    
Income statement                                                                
Insurance premium revenue           25         234        679                   
Reinsurance premiums                (2)        (11)       (115)                 
Net insurance premiums              23         223        564                   
Fee income from administration      2 751      -          4                     
business                                                                        
Receipt arising from reinsurance    -          -          -                     
contract                                                                        
Investment income - shareholders    31         1          6                     
Investment income - policyholders   -          -          -                     
Net realised gains on financial     -          -          -                     
instruments held as available-for-                                              
sale                                                                            
Net fair value gains on financial   -          -          -                     
instruments at fair value through                                               
profit or loss                                                                  
Vitality income                     -          37         -                     
Net income                          2 805      261        574                   
Claims and policyholders` benefits  (10)       (376)      (515)                 
Insurance claims recovered from     1          37         29                    
reinsurers                                                                      
Net insurance benefits and claims   (9)        (339)      (486)                 
Acquisition costs                   -          (11)       (52)                  
Marketing and administration        (1 737)    (186)      (371)                 
expenses                                                                        
Recovery of expenses from           -          -          188                   
reinsurer                                                                       
Transfer from assets/liabilities                                                
under insurance contracts                                                       
- change in assets arising from     -          -          -                     
insurance contracts                                                             
- change in liabilities arising     -          (21)       -                     
from insurance contracts - Premium                                              
deficiency reserve                                                              
- change in liabilities arising     -          103        50                    
from insurance contracts                                                        
- change in liabilities arising     -          -          -                     
from reinsurance contracts                                                      
Fair value adjustment to            -          -          -                     
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) before BEE expenses   1 059      (193)      (97)                  
Impairment on financial                                                         
instruments held as available-for-                                              
sale                                                                            
BEE expenses                                                                    
Profit from operations                                                          
Finance costs                                                                   
Foreign exchange loss                                                           
Share of loss from associate                                                    
Profit before taxation                                                          
Taxation                                                                        
Profit for the year                                                             
30 June 2008                                                                    
Income statement                                                                
Insurance premium revenue           23         667        520                   
Reinsurance premiums                (2)        (70)       (109)                 
Net insurance premiums              21         597        411                   
Fee income from administration      2 458      -          -                     
business                                                                        
Investment income                   39         7          22                    
Net realised gains on financial     -          -          -                     
instruments held as available-for-                                              
sale                                                                            
Net fair value gains on financial   -          -          -                     
instruments at fair value through                                               
profit or loss                                                                  
Vitality income                     -          9          -                     
Net income                          2 518      613        433                   
Claims and policyholders` benefits  (12)       (629)      (290)                 
Insurance claims recovered from     2          56         60                    
reinsurers                                                                      
Net insurance benefits and claims   (10)       (573)      (230)                 
Acquisition costs                   -          (34)       (54)                  
Marketing and administration        (1 582)    (236)      (359)                 
expenses                                                                        
Recovery of expenses from           -          -          136                   
reinsurer                                                                       
Transfer from assets/liabilities                                                
under insurance contracts                                                       
- change in assets arising from     -          -          -                     
insurance contracts                                                             
- change in liabilities arising     4          45         (59)                  
from insurance contracts                                                        
- change in liabilities arising     -          -          -                     
from reinsurance contracts                                                      
Fair value adjustment to            -          -          -                     
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) before BEE expenses   930        (185)      (133)                 
BEE expenses                                                                    
Profit from operations                                                          
Finance costs                                                                   
Foreign exchange profit -                                                       
unrealised                                                                      
Profit before taxation                                                          
Taxation                                                                        
Profit for the year                                                             
                                                                                
                                              Life                              

                                              South     United                  
R million                                      Africa    Kingdom                
30 June 2009                                                                    
Income statement                                                                
Insurance premium revenue                      4 218     30                     
Reinsurance premiums                           (730)     (12)                   
Net insurance premiums                         3 488     18                     
Fee income from administration business        101       -                      
Receipt arising from reinsurance contract      750       -                      
Investment income - shareholders               148       3                      
Investment income - policyholders              12        -                      
Net realised gains on financial instruments    65        -                      
held as available-for-sale                                                      
Net fair value gains on financial instruments  (9)       -                      
at fair value through profit or loss                                            
Vitality income                                -         -                      
Net income                                     4 555     21                     
Claims and policyholders` benefits             (1 679)   (3)                    
Insurance claims recovered from reinsurers     638       2                      
Net insurance benefits and claims              (1 041)   (1)                    
Acquisition costs                              (1 096)   (96)                   
Marketing and administration expenses          (1 050)   (144)                  
Recovery of expenses from reinsurer            -         35                     
Transfer from assets/liabilities under                                          
insurance contracts                                                             
- change in assets arising from insurance      1 209     83                     
contracts                                                                       
- change in liabilities arising from           -         -                      
insurance contracts - Premium deficiency                                        
reserve                                                                         
- change in liabilities arising from           (479)     20                     
insurance contracts                                                             
- change in liabilities arising from           (788)     (71)                   
reinsurance contracts                                                           
Fair value adjustment to liabilities under     (35)      -                      
investment contracts                                                            
Profit/(loss) before BEE expenses              1 275     (153)                  
Impairment on financial instruments held as                                     
available-for-sale                                                              
BEE expenses                                                                    
Profit from operations                                                          
Finance costs                                                                   
Foreign exchange loss                                                           
Share of loss from associate                                                    
Profit before taxation                                                          
Taxation                                                                        
Profit for the year                                                             
30 June 2008                                                                    
Income statement                                                                
Insurance premium revenue                      3 076     7                      
Reinsurance premiums                           (599)     -                      
Net insurance premiums                         2 477     7                      
Fee income from administration business        43        -                      
Investment income                              109       -                      
Net realised gains on financial instruments    252       -                      
held as available-for-sale                                                      
Net fair value gains on financial instruments  25        -                      
at fair value through profit or loss                                            
Vitality income                                -         -                      
Net income                                     2 906     7                      
Claims and policyholders` benefits             (1 222)   (3)                    
Insurance claims recovered from reinsurers     481       2                      
Net insurance benefits and claims              (741)     (1)                    
Acquisition costs                              (956)     (36)                   
Marketing and administration expenses          (775)     (102)                  
Recovery of expenses from reinsurer            -         12                     
Transfer from assets/liabilities under                                          
insurance contracts                                                             
- change in assets arising from insurance      791       -                      
contracts                                                                       
- change in liabilities arising from           (31)      (14)                   
insurance contracts                                                             
- change in liabilities arising from           13        -                      
reinsurance contracts                                                           
Fair value adjustment to liabilities under     (14)      -                      
investment contracts                                                            
Profit/(loss) before BEE expenses              1 193     (134)                  
BEE expenses                                                                    
Profit from operations                                                          
Finance costs                                                                   
Foreign exchange profit - unrealised                                            
Profit before taxation                                                          
Taxation                                                                        
Profit for the year                                                             
                                                                                
                                                                                
                                                                                
R million                                   Vitality     Holdings    Total      
30 June 2009                                                                    
Income statement                                                                
Insurance premium revenue                   -            -           5 186      
Reinsurance premiums                        -            -           (870)      
Net insurance premiums                      -            -           4 316      
Fee income from administration business     29           -           2 885      
Receipt arising from reinsurance contract   -            -           750        
Investment income - shareholders            14           21          224        
Investment income - policyholders           -            -           12         
Net realised gains on financial instruments -            -           65         
held as available-for-sale                                                      
Net fair value gains on financial           -            -           (9)        
instruments at fair value through profit or                                     
loss                                                                            
Vitality income                             907          -           944        
Net income                                  950          21          9 187      
Claims and policyholders` benefits          -            -           (2 583)    
Insurance claims recovered from reinsurers  -            -           707        
Net insurance benefits and claims           -            -           (1 876)    
Acquisition costs                           (58)         -           (1 313)    
Marketing and administration expenses       (838)        (3)         (4 329)    
Recovery of expenses from reinsurer         -            -           223        
Transfer from assets/liabilities under                                          
insurance contracts                                                             
- change in assets arising from insurance   -            -           1 292      
contracts                                                                       
- change in liabilities arising from        -            -           (21)       
insurance contracts - Premium deficiency                                        
reserve                                                                         
- change in liabilities arising from        -            -           (306)      
insurance contracts                                                             
- change in liabilities arising from        -            -           (859)      
reinsurance contracts                                                           
Fair value adjustment to liabilities under  -            -           (35)       
investment contracts                                                            
Profit/(loss) before BEE expenses           54           18          1 963      
Impairment on financial instruments held as                          (96)       
available-for-sale                                                              
BEE expenses                                                         (13)       
Profit from operations                                               1 854      
Finance costs                                                        (16)       
Foreign exchange loss                                                (23)       
Share of loss from associate                                         (1)        
Profit before taxation                                               1 814      
Taxation                                                             (590)      
Profit for the year                                                  1 224      
30 June 2008                                                                    
Income statement                                                                
Insurance premium revenue                   -            -           4 293      
Reinsurance premiums                        -            -           (780)      
Net insurance premiums                      -            -           3 513      
Fee income from administration business     31           -           2 532      
Investment income                           20           13          210        
Net realised gains on financial instruments -            -           252        
held as available-for-sale                                                      
Net fair value gains on financial           -            -           25         
instruments at fair value through profit or                                     
loss                                                                            
Vitality income                             782          -           791        
Net income                                  833          13          7 323      
Claims and policyholders` benefits          -            -           (2 156)    
Insurance claims recovered from reinsurers  -            -           601        
Net insurance benefits and claims           -            -           (1 555)    
Acquisition costs                           (52)         -           (1 132)    
Marketing and administration expenses       (712)        (18)        (3 784)    
Recovery of expenses from reinsurer         -            -           148        
Transfer from assets/liabilities under                                          
insurance contracts                                                             
- change in assets arising from insurance   -            -           791        
contracts                                                                       
- change in liabilities arising from        -            -           (55)       
insurance contracts                                                             
- change in liabilities arising from        -            -           13         
reinsurance contracts                                                           
Fair value adjustment to liabilities under  -            -           (14)       
investment contracts                                                            
Profit/(loss) before BEE expenses           69           (5)         1 735      
BEE expenses                                                         (23)       
Profit from operations                                               1 712      
Finance costs                                                        (52)       
Foreign exchange profit - unrealised                                 4          
Profit before taxation                                               1 664      
Taxation                                                             (506)      
Profit for the year                                                  1 158      
                                                                                
Embedded value statement                                                        
for the year ended 30 June 2009                                                 
The embedded value of Discovery at 30 June 2009 consists of the following       
components:                                                                     
the free surplus attributed to the covered business at the valuation date;      
plus: the required capital to support the in-force covered business at the      
valuation date;                                                                 
plus: the present value of future shareholder cash flows from the in-force      
business;                                                                       
less: the cost of required capital and secondary tax on companies (STC).        
The present value of future shareholder cash flows from the in-force covered    
business is calculated as the value of projected future after-tax shareholder   
cash flows of the business in force at the valuation date, discounted at the    
risk discount rate.                                                             
The value of new business is the present value, at the point of sale, of the    
projected future after-tax shareholder cash flows of the new business written   
by Discovery, discounted at the risk discount rate, less an allowance for the   
reserving strain (for Life), initial expenses, cost of capital and STC. The     
value of new business is calculated using the current reporting date            
assumptions.                                                                    
For Life, the shareholder cash flows are based on the release of margins under  
the Statutory Valuation Method (SVM) basis.                                     
The embedded value includes the insurance and administration profits of all     
the subsidiaries in the Discovery Holdings Group. In particular, it covers      
business written through Discovery Life, Discovery Invest, Discovery Health,    
Discovery Vitality and PruHealth. For Destiny Health and PruProtect, no         
published value has been placed on the current in-force business.               
The auditors, PricewaterhouseCoopers Inc., have reviewed the consolidated       
value of in-force business and value of new business of Discovery Holdings      
Limited and its subsidiaries as included in the embedded value statement for    
the year ended 30 June 2009. A copy of the auditors` unqualified report is      
available for inspection at the company`s registered office.                    
Impact of Changes to Professional Guidance                                      
The Actuarial Society of South Africa`s updated Professional Guidance Note PGN  
107: Embedded Value Reporting (Version 4) applies for all reporting periods     
ending on or after 31 December 2008. The embedded value of Discovery was        
calculated in accordance with the updated guidance for the first time in        
December 2008. The 30 June 2008 results shown below for Life, Invest, Health    
and Vitality have been restated. The PruHealth embedded value continues to be   
calculated using European Embedded Value Principles and Guidance as specified   
by the CFO Forum, accordingly no restatement of the PruHealth results are       
required.                                                                       
The updated professional guidance has resulted in a number of changes to the    
calculation methodology since June 2008 for Life, Invest, Health and Vitality:  
The risk discount rate has been determined using a top-down weighted average    
cost of capital approach, with the required equity return calculated using      
Capital Asset Pricing Model (CAPM) theory. The risk discount rate has been set  
equal to the risk-free rate increased by a risk premium determined as a market  
equity risk premium multiplied by the company`s beta coefficient. To avoid      
short-term volatility, the Discovery beta coefficient is determined using a 3-  
year moving average. Specifically for PruHealth, the risk discount rate         
includes an additional margin to allow for additional risk and uncertainty for  
this more recently established subsidiary in the current economic environment.  
This change in methodology has resulted in a reduction in the risk margin from  
3% previously to 1.575% at 30 June 2009. The risk discount rate, calculated     
using the CAPM approach with specific reference to the Discovery beta           
coefficient, reflects the historic performance of the Discovery share price     
relative to the market and contains a lower allowance for non-market related    
and non-financial risk. Previously, these risks were allowed for through a      
higher margin in the risk discount rate. Investors may want to consider the     
impact of the change in methodology and form their own view on an appropriate   
allowance for the non-financial risks which have not been modelled explicitly.  
The sensitivities of the value of in-force covered business and the value of    
new business to changes in the risk discount rate are shown in Tables 10 and    
11 below.                                                                       
The cost of capital has been calculated using the greater of the level of       
statutory capital and the level of economic capital required to cover the       
risks inherent in the in-force business. For Life, the required capital was     
set equal to two times the statutory Capital Adequacy Requirement (CAR). For    
Health and Vitality, the required capital was set equal to two times the        
monthly renewal expense and Vitality benefit cost. For PruHealth, the required  
capital was set equal to the statutory requirement and was calculated as 18%    
of the annualised premium income.                                               
It is assumed that, for the purposes of calculating the cost of required        
capital, the Life required capital amount will be backed by surplus assets      
consisting of 100% equities and the Health, Vitality and PruHealth required     
capital amounts will be fully backed by cash. Allowance has been made for tax   
and investment expenses in the calculation of the cost of capital. In           
calculating the CGT liability, it is assumed that the portfolio is realised     
every 5 years. The Life cost of capital is calculated using the difference      
between the gross of tax equity return and the equity return net of tax and     
expenses. The Health and PruHealth cost of capital is calculated using the      
difference between the risk discount rate and the net of tax cash return.       
The impact of these changes is shown in Table 1 below:                          
Table 1: Impact of PGN 107 changes on embedded value and value of new business  
                                                                30 June         
R million                                                        2008           
Embedded value                                                   16 482         
Impact of:                                                                      
Change to risk discount rate margin                              1 527          
Change to cost of required capital                               (128)          
Restated embedded value                                          17 881         
Published value of new business                                  805            
Impact of:                                                                      
Change to risk discount rate margin                              284            
Change to cost of required capital                               (16)           
Restated value of new business                                   1 073          
Table 2: Group embedded value                                                   
30 June       30 June       %           
                                        2009          2008          Change      
R million                                              Restated                 
Shareholders` funds                      7 013         6 164         14         
Adjustment to shareholders` funds from   (4 012)       (3 861)                  
published basis(1)                                                              
Adjusted net worth                       3 001         2 303                    
- Free Surplus                           2 096         1 561                    
- Required Capital(2)                    905           742                      
Run-down costs for Destiny Health(3)     (42)          (190)                    
Value of in-force covered business       17 939        16 560                   
before cost of capital                                                          
Cost of required capital                 (327)         (203)                    
Cost of STC(4)                           (531)         (589)                    
Discovery Holdings embedded value        20 040        17 881        12         
Number of shares (millions)              553.6         546.0                    
Embedded value per share                 R36.20        R32.75        11         
Diluted number of shares (millions)      591.3         592.0                    
Diluted embedded value per share(5)      R35.83        R32.05        12         
(1) The published Shareholders` funds has been adjusted to eliminate net        
assets under insurance contracts, deferred tax and deferred acquisition costs   
at June 2009 of R3 984 million (June 2008: R3 827 million) in respect of Life   
and R28 million (June 2008: R34 million) in respect of PruHealth.               
(2) The required capital at June 2009 for Life is R460 million (June 2008:      
R348 million), for Health and Vitality is R333 million (June 2008: R291         
million) and for PruHealth is R112 million (June 2008: R103 million).           
(3) The run-down costs for Destiny Health relate to the expected future         
operational costs and risk profits/losses expected in the course of running     
down the existing block of in-force business.                                   
(4) In line with Discovery`s current dividend policy, the cost of STC is        
calculated assuming a 4.5 times dividend cover on the after-tax profits as      
they emerge over the projection term. An STC rate of 10% is assumed. The total  
STC charge has been allocated between the different business entities based on  
their contribution to the total value of in-force covered business.             
(5) The diluted embedded value per share allows for Discovery`s BEE             
transaction where the impact is dilutive i.e. where the current embedded value  
per share exceeds the current transaction value.                                
Table 3: Value of in-force covered business                                     
                      Value                           Value after               
                      before                                                    
cost of      Cost of    Cost    cost of                   
                      capital      required           capital                   
R million              and STC      capital    of STC  and STC                  
at 30 June 2009                                                                 
Health and Vitality    8 531        (115)      (252)   8 164                    
Life and Invest(1)     9 118        (162)      (270)   8 686                    
PruHealth(2)           290          (50)       (9)     231                      
Total                  17 939       (327)      (531)   17 081                   
at 30 June 2008                                                                 
(Restated)                                                                      
Health and Vitality    7 798        (108)      (277)   7 413                    
Life and Invest(1)     8 401        (60)       (299)   8 042                    
PruHealth(2)           361          (35)       (13)    313                      
Total                  16 560       (203)      (589)   15 768                   
(1) Included in the Life and Invest value of in-force covered business is R172  
million (June 2008: R47 million) in respect of investment management services   
provided on off balance sheet investment business. The net assets of the        
investment service provider are included in the adjusted net worth.             
(2) The values shown for PruHealth reflect Discovery`s 50% shareholding in      
PruHealth.                                                                      
Table 4: Group embedded value earnings                                          
                                                Year ended      Year ended      
                                                30 June         30 June         
R million                                        2009            2008           
Restated        
Embedded value at end of period                  20 040          17 881         
Less: Embedded value at beginning of period      (17 881)        (15 395)       
Increase in embedded value                       2 159           2 486          
Net issue of capital                             (68)            (73)           
Dividends Paid                                   269             236            
Minority share buy-back                          (7)             2              
Transfer to hedging reserve                      (43)            16             
Embedded value earnings                          2 310           2 667          
Annualised return on opening embedded value      12.9%           17.3%          
Table 5: Components of Group embedded value earnings                            
                                             Value of                           
in-force                          
                                             covered                            
                                  Cost of    business                           
                                  required   less Cost  Embedded                
R million              Net worth   capital    of STC     value                  
Total profit from new  (1 697)     (62)       2 863      1 104                  
business (at point of                                                           
sale)                                                                           
Profit from existing                                                            
business                                                                        
Expected return       2 122       3          (98)       2 027                   
Change in             1 283       (43)       (1 945)    (705)                   
methodology and                                                                 
assumptions(1)                                                                  
Experience variances  (227)       (31)       634        376                     
Other initiative       (303)       -          -          (303)                  
costs(2)                                                                        
Acquisition costs      (4)         -          -          (4)                    
Foreign exchange rate  (49)        9          (64)       (104)                  
movements                                                                       
Cost of STC(3)         -           -          46         46                     
Return on              (127)       -          -          (127)                  
shareholders`                                                                   
funds(4)                                                                        
Embedded value         998         (124)      1 436      2 310                  
earnings                                                                        
(1) The profits from changes in methodology and assumptions will vary over      
time to reflect adjustments to the model and assumptions as a result of         
changes to the operating and economic environment. The current period`s         
changes are described in detail in Table 6 below (for previous periods refer    
to previous embedded value statements).                                         
(2) This item reflects the expenses relating to the establishment of            
PruProtect and Discovery Invest and the support of Destiny Health. These costs  
have not been projected on a recurring basis in the embedded value due to the   
fact that income from business sold under these initiatives has not been        
projected or the costs are not expected to recur.                               
(3) The positive change in the cost of STC is due to the increase in the        
present value of STC credits following a reduction in the risk discount rate.   
(4) Return on shareholders` funds is shown net of tax and management charges.   
Table 6: Methodology and assumption changes                                     
Health and Vitality    Life and Invest                   
                       Net        Value of   Net        Value of                
R million               worth      in-force   worth      in-force               
Modelling changes       -          -          126        (192)                  
Economic assumptions    -          (47)       (26)       546                    
Benefit                 -          22         (134)      (2)                    
Enhancements(1)                                                                 
Lapse assumption(2)     -          (35)       47         (1 205)                
Premium Increases       -          -          3          60                     
Mortality and           -          -          45         330                    
Morbidity(3)                                                                    
Expenses                -          (90)       (3)        (6)                    
Commission              -          -          -          -                      
Tax                     -          -          -          (42)                   
Reinsurance(4)          -          -          1 037      (1 019)                
Vitality                -          -          -          -                      
Total                   -          (150)      1 095      (1 530)                
                                    PruHealth                                   
                                    Net        Value of                         
R million                            worth      in-force  Total                 
Modelling changes                    -          -         (66)                  
Economic assumptions                 -          102       575                   
Benefit Enhancements(1)              -          -         (114)                 
Lapse assumption(2)                  -          (93)      (1 286)               
Premium Increases                    -          -         63                    
Mortality and Morbidity(3)           -          (53)      322                   
Expenses                             -          1         (98)                  
Commission                           -          (68)      (68)                  
Tax                                  -          -         (42)                  
Reinsurance(4)                       188        (174)     32                    
Vitality                             -          (23)      (23)                  
Total                                188        (308)     (705)                 
(1) The Life and Invest benefit enhancements relate to improvements in the      
risk benefits following the June 2008 product launch being made available to    
existing policyholders.                                                         
(2) The Life and Invest lapse assumption has been increased following higher    
than expected lapse experience, and to allow for higher lapses in future as a   
result of the uncertain economic environment. The lapse rate has been           
increased above current actual experience in the short term.                    
(3) Mortality and severe illness assumptions have been reduced marginally       
following consistently better than expected claims experience in the past.      
(4) The reinsurance change for Life relates to the impact of financing          
reinsurance arrangements which were effective from 31 December 2008.            
Table 7: Experience variances                                                   
Health and Vitality      Life and Invest                  
                      Net        Value of      Net      Value of                
R million             worth      in-force      worth    in-force                
Renewal expenses       30         -             (13)     -                      
Other expenses(1)      (51)       -             (5)      -                      
Economic               5          98            34       180                    
assumptions(2)                                                                  
Extended modelling     -          203           -        12                     
term(3)                                                                         
Lapses and             9          83            (61)     (290)                  
surrenders(4)                                                                   
Policy alterations     -          29            (152)    187                    
Mortality and          -          -             167      9                      
morbidity                                                                       
Backdated              -          -             (15)     (51)                   
Cancellations                                                                   
Tax                    (7)        -             (9)      27                     
Reinsurance            -          -             (14)     -                      
Other                  35         12            (36)     34                     
Total                  21         425           (104)    108                    
PruHealth                                         
                              Net         Value of                              
R million                     worth       in-force   Total                      
Renewal expenses               -           -          17                        
Other expenses(1)              -           -          (56)                      
Economic assumptions(2)        -           -          317                       
Extended modelling term(3)     -           22         237                       
Lapses and surrenders(4)       -           51         (208)                     
Policy alterations             -           -          64                        
Mortality and morbidity        (77)        -          99                        
Backdated Cancellations        -           -          (66)                      
Tax                            (61)        (8)        (58)                      
Reinsurance                    10          -          (4)                       
Other                          (16)        5          34                        
Total                          (144)       70         376                       
(1) Other expenses include expenses which are not expected to recur in future.  
(2) For Life and Invest, the economic assumptions variance relates primarily    
to higher than expected premium and benefit increases due to higher than        
expected inflation over the period. For Health and Vitality, it relates to the  
inflation-linked administration and managed care fee increase in 2009 which     
was higher than the long-term inflation assumption in the embedded value model  
due to higher than expected inflation over the period.                          
(3)  The projection term for Health, Vitality, PruHealth and Group Life at 30   
June 2009 has not been changed from that used in the 30 June 2008 embedded      
value. Thus, an experience variance arises because the total term of the in-    
force covered business is effectively increased by one year.                    
(4) Included in the Health and Vitality lapse experience variance is an amount  
of R630 million in respect of members joining existing employer groups during   
the period, offset by an amount of negative R553 million in respect of members  
leaving existing employer groups. A positive variance of R15 million is due to  
lower than expected lapses.                                                     
Table 8: Embedded value of new business                                         
Year ended      Year ended     %          
                                      30 June         30 June        change     
                                      2009            2008                      
R million                                              Restated                 
Health and Vitality                                                             
Present value of future profits from   295             246                      
new business at point of sale                                                   
Cost of required capital               (11)            (9)                      
Cost of STC                            (9)             (9)                      
Present value of future profits from   275             228            21        
new business at point of sale after                                             
cost of required capital and STC                                                
New business annualised premium        1 204           1 079          12        
income(1)                                                                       
Life and Invest                                                                 
Present value of future profits from   863             855                      
new business at point of sale(2)                                                
Cost of required capital               (34)            (18)                     
Cost of STC                            (23)            (29)                     
Present value of future profits from   806             808            (0)       
new business at point of sale after                                             
cost of required capital and STC                                                
New business annualised premium        1 246           964            29        
income(3)                                                                       
Annualised profit margin(4)            7.7%            9.5%                     
Annualised profit margin excluding     9.9%            10.6%                    
Invest Business                                                                 
PruHealth(5)                                                                    
Present value of future profits from   41              48                       
new business at point of sale                                                   
Cost of required capital               (17)            (10)                     
Cost of STC                            (1)             (1)                      
Present value of future profits from   23              37             (38)      
new business at point of sale after                                             
cost of required capital and STC                                                
New business annualised premium        188             219            (14)      
income(6)                                                                       
Annualised profit margin(4)            0.9%            2.3%                     
(1) Health new business annualised premium income is the gross contribution to  
the medical schemes. For embedded value purposes, Health new business is        
defined as individuals and members of new employer groups, and includes         
additions to first year business. There have been no changes to the definition  
of new business since the previous valuation.                                   
The new business annualised premium income shown above excludes premiums in     
respect of members who join an existing employer after the first year, as well  
as premiums in respect of new business written during the period but only       
activated after 30 June 2009.                                                   
The total Health and Vitality new business annualised premium income written    
over the period was R3 191 million (June 2008: R2 834 million).                 
(2) Included in the Life and Invest value of new business is R58 million in     
respect of investment management services provided on off balance sheet         
investment business.                                                            
(3) Life new business is defined as Life policies or Discovery Retirement       
Optimiser policies which incepted during the reporting period and which are on  
risk at the valuation date. Invest new business is defined as business where    
at least one premium has been received and which has not been refunded after    
receipt.                                                                        
The new business annualised premium income of R1 246 million (single premium    
APE: R198 million) shown above excludes automatic premium increases and         
servicing increases in respect of existing business. The total Life new         
business annualised premium income written over the period, including both      
automatic premium increases of R415 million and servicing increases of R259     
million was R1 920 million (single premium APE: R198 million). Single premium   
business is included at 10% of the value of the single premium.                 
Policy alterations, including Discovery Retirement Optimisers added to          
existing Life Plans are shown in Table 7 as experience variances and not        
included as new business. Previously, Discovery Retirement Optimisers added to  
existing Life Plans were included in the value of new business.                 
Term extensions on existing contracts are not included as new business.         
(4) The annualised profit margin is the value of new business expressed as a    
percentage of the present value of future premiums.                             
(5) The values shown in this table for PruHealth reflect Discovery`s 50%        
shareholding in PruHealth.                                                      
(6) PruHealth new business is defined as individuals and employer groups which  
incepted during the reporting period. The new business annualised premium       
income shown above has been adjusted to exclude premiums in respect of members  
who join an existing employer group after the first month as well as premiums   
in respect of new business written during the period but only activated after   
30 June 2009.                                                                   
Table 9: Embedded value economic assumptions                                    
30 June       30 June         
                                                  2009          2008            
                                                                Restated        
Beta coefficient                                                                
South Africa                                       0.45          0.44           
United Kingdom                                     0.45          0.74           
Equity risk premium                                                             
South Africa                                       3.50          3.50           
United Kingdom                                     4.00          4.00           
Risk discount rate (%)                                                          
- Health and Vitality                              10.575        12.54          
- Life and Invest                                  10.575        12.54          
- PruHealth                                        6.40          8.70           
Rand/GB Pound Exchange Rate                                                     
Closing                                            12.71         15.60          
Average                                            14.08         14.66          
Medical inflation (%)                                                           
South Africa                                       8.00          10.00          
United Kingdom                                     Current       Current        
                                                  levels        levels          
reducing      reducing        
                                                  to 7.00%      to 7.50%        
                                                  over the      over the        
                                                  projection    projection      
period        period          
Expense inflation and CPI (%)                                                   
South Africa                                       5.00          7.00           
United Kingdom                                     3.75          4.00           
Pre-tax investment return (%)                                                   
South Africa                        - Cash         7.50          9.50           
                                   - Bonds        9.00          11.00           
                                   - Equity       12.50         14.50           
United Kingdom                      - Cash         2.65          5.25           
Dividend cover ratio                               4.5 times     4.5 times      
Income tax rate (%)                                                             
South Africa                                       28.00         28.00          
United Kingdom                                     28.00         28.00          
Projection term                                                                 
- Health and Vitality                              20 years      20 years       
- Group Life                                       10 years      10 years       
- PruHealth                                        20 years      20 years       
Life mortality, morbidity and lapse assumptions were derived from internal      
experience, where available, augmented by reinsurance and industry              
information. An additional lapse rate is assumed over the next 24 months to     
allow for the potential impact of the current economic climate on policyholder  
lapses. A further increase to the future lapse rate assumptions has been made   
to allow for the impact of the uncertain economic environment.                  
The Health lapse assumptions were based on the results of recent experience     
investigations. The lapse rate for the projection term after 10 years was set   
above current experience. An additional lapse rate is assumed over the next 24  
months to allow for the potential impact of the current economic climate on     
lapses.                                                                         
The PruHealth assumptions were derived from internal experience augmented by    
industry information.  Best estimate morbidity assumptions and forecast         
Vitality costs allow for the impact of management actions. The lapse rate over  
the next 24 months for group business is assumed to be higher than the long-    
term expected lapse rate to allow for the impact of the current economic        
climate on lapses.                                                              
Renewal expense assumptions were based on the results of the latest expense     
and budget information. A notional allocation of corporate overhead expenses    
has been made to each of the subsidiary companies based on managements` view    
of each subsidiary`s contribution to overheads.                                 
The initial expenses included in the calculation of the value of new business   
are the actual costs incurred, except for Invest business where the initial     
expenses are based on medium term expectations which are lower than the         
current total costs. This reflects a realistic position for Invest.             
The investment return assumption was based on a single interest rate derived    
from the risk-free zero coupon government bond yield curve. Other economic      
assumptions were set relative to this yield. The current and projected tax      
position of the policyholder funds within the Life company has been taken into  
account in determining the net investment return assumption.                    
Sensitivity to the embedded value assumptions                                   
The sensitivity of the embedded value and the value of new business at 30 June  
2009 to changes in the assumptions is shown below. For each sensitivity         
illustrated, all other assumptions have been left unchanged. No allowance has   
been made for management action such as risk premium increases where future     
experience is worse than the base assumptions.                                  
Table 10: Embedded value sensitivity                                            
                                     Health and Vitality                        
                          Adjusted   Value of  Cost of   Cost of                
net worth  in-force  Capital   STC                    
                          less                                                  
                          Destiny                                               
                          run-down                                              
costs                                                 
Base                       2 959      8 531     (115)     (252)                 
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                       2 959      8 060     (129)     (227)                 
Risk discount rate                                                              
- 1%                       2 959      9 052     (98)      (286)                 
Lapses - 10%               2 959      8 837     (120)     (260)                 
Interest rates - 1%(1)     2 959      8 506     (109)     (270)                 
Equity and property        2 843      8 531     (115)     (252)                 
market value - 10%                                                              
Equity and property        2 959      8 531     (115)     (252)                 
return + 1%                                                                     
Renewal expenses                                                                
- 10%                      2 959      9 337     (106)     (276)                 
Mortality and morbidity -  2 959      8 531     (115)     (251)                 
5%                                                                              
Health, Vitality                                                                
and PruHealth: Projection                                                       
term                                                                            
+ 1 year                   2 959      8 611     (116)     (254)                 
                                 Life                                           
                                 Value of in- Cost of    Cost of                
                                 force        Capital    STC                    
Base                              9 118        (162)      (270)                 
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                              8 227        (143)      (232)                 
Risk discount rate                                                              
- 1%                              10 206       (185)      (323)                 
Lapses - 10%                      9 939        (179)      (293)                 
Interest rates - 1%(1)            9 501        (170)      (302)                 
Equity and property market value  9 091        (162)      (269)                 
- 10%                                                                           
Equity and property return + 1%   9 155        (172)      (271)                 
Renewal expenses                                                                
- 10%                             9 217        (162)      (273)                 
Mortality and morbidity - 5%      9 704        (162)      (286)                 
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                          9 118        (162)      (270)                 
                                 PruHealth                                      
                                 Value of in- Cost of    Cost of                
                                 force        Capital    STC                    
Base                              290          (50)       (9)                   
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                              241          (47)       (7)                   
Risk discount rate                                                              
- 1%                              343          (55)       (11)                  
Lapses - 10%                      347          (50)       (10)                  
Interest rates - 1%(1)            245          (55)       (8)                   
Equity and property market value  290          (50)       (9)                   
- 10%                                                                           
Equity and property return + 1%   290          (50)       (9)                   
Renewal expenses                                                                
- 10%                             316          (50)       (9)                   
Mortality and morbidity - 5%      480          (50)       (14)                  
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                          310          (52)       (9)                   
                                                  Embedded value  % Change      
Base                                               20 040                       
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                                               18 702          (7)          
Risk discount rate                                                              
- 1%                                               21 602          8            
Lapses - 10%                                       21 170          6            
Interest rates - 1%(1)                             20 297          1            
Equity and property market value - 10%             19 898          (1)          
Equity and property return + 1%                    20 066          0            
Renewal expenses                                                                
- 10%                                              20 953          5            
Mortality and morbidity - 5%                       20 796          4            
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                                           20 135          0            
(1)  All economic assumptions were reduced by 1%.                               
The following table shows the effect of using different assumptions on the      
value of new business:                                                          
Table 11: Value of new business sensitivity                                     
                                 Health and Vitality                            
                                 Value of    Cost of   Cost of                  
in-force    Capital   STC                      
Base                              295         (11)      (9)                     
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                              269         (12)      (8)                     
Risk discount rate                                                              
- 1%                              323         (9)       (10)                    
Lapses - 10%                      314         (11)      (9)                     
Interest rates                                                                  
- 1%(1)                           294         (10)      (9)                     
Acquisition costs                                                               
- 10%                             307         (11)      (9)                     
Renewal expense                                                                 
- 10%                             347         (10)      (10)                    
Mortality and morbidity - 5%      295         (11)      (9)                     
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                          298         (11)      (9)                     
Equity and property return + 1%   295         (11)      (9)                     
                                 Life                                           
Value of    Cost of   Cost of                  
                                 in-force    Capital   STC                      
Base                              863         (34)      (23)                    
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                              669         (30)      (20)                    
Risk discount rate                                                              
- 1%                              1 100       (39)      (28)                    
Lapses - 10%                      1 046       (37)      (25)                    
Interest rates                                                                  
- 1%(1)                           964         (35)      (26)                    
Acquisition costs                                                               
- 10%                             924         (34)      (23)                    
Renewal expense                                                                 
- 10%                             888         (34)      (23)                    
Mortality and morbidity - 5%      976         (34)      (25)                    
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                          863         (34)      (23)                    
Equity and property return + 1%   879         (36)      (23)                    
PruHealth                                      
                                 Value of    Cost of   Cost of                  
                                 in-force    Capital   STC                      
Base                              41          (17)      (1)                     
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                              25          (15)      (1)                     
Risk discount rate                                                              
- 1%                              56          (18)      (2)                     
Lapses - 10%                      56          (18)      (2)                     
Interest rates                                                                  
- 1%(1)                           27          (16)      (1)                     
Acquisition costs                                                               
- 10%                             48          (16)      (1)                     
Renewal expense                                                                 
- 10%                             49          (16)      (1)                     
Mortality and morbidity - 5%      95          (16)      (3)                     
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                          45          (17)      (1)                     
Equity and property return + 1%   41          (17)      (1)                     
                                               Value of new      % Change*      
                                               business                         
Base                                            1 104                           
Impact of:                                                                      
Risk discount rate                                                              
+ 1%                                            877               (21)          
Risk discount rate                                                              
- 1%                                            1 373             24            
Lapses - 10%                                    1 314             19            
Interest rates                                                                  
- 1%(1)                                         1 188             8             
Acquisition costs                                                               
- 10%                                           1 185             7             
Renewal expense                                                                 
- 10%                                           1 190             8             
Mortality and morbidity - 5%                    1 268             15            
Health, Vitality                                                                
and PruHealth: Projection term                                                  
+ 1 year                                        1 111             1             
Equity and property return + 1%                 1 118             1             
All economic assumptions were reduced by 1%.                                    
Review of Group results                                                         
New business annualised premium income and gross inflows under management       
include flows of the schemes Discovery administers and 100% of the business     
conducted together with its joint venture partners.                             
New business annualised premium income excluding Destiny increased 20% for the  
year ended 30 June 2009.                                                        
New business annualised premium income                                          
                                     June      June      %                      
R million                             2009      2008      change                
Discovery Health                      3 039     2 731     11                    
Discovery Life                        1 920     1 407     36                    
Discovery Vitality                    152       103       48                    
PruHealth                             559       533       5                     
PruProtect                            105       25        320                   
New business API excluding Destiny    5 775     4 799     20                    
Destiny Health*                       91        345       (74)                  
New business API of Group             5 866     5 144     14                    
* New business in Destiny Health relates to new members joining existing        
business in the current year                                                    
Gross inflows under management increased 20% for the year ended 30 June 2009.   
Gross inflows under management                                                  
                                    June       June      %                      
R million                            2009       2008      change                
Discovery Health                     23 853     21 118    13                    
Discovery Life                       3 675      3 118     18                    
Discovery Invest                     3 290      903       264                   
Discovery Vitality                   936        813       15                    
Destiny Health                       411        999       (59)                  
PruHealth                            1 366      1 040     31                    
PruProtect                           60         15        300                   
Gross inflows under management       33 591     28 006    20                    
Less: collected on behalf of third   (24 576)   (20 390)  21                    
parties                                                                         
Discovery Health                     (21 077)   (18 637)                        
Discovery Invest                     (2 646)    (903)                           
Destiny Health                       (140)      (323)                           
PruHealth                            (683)      (520)                           
PruProtect                           (30)       (7)                             
Gross income of Group                9 015      7 616     18                    
The following table shows the main components of the increase in Group profit   
from operations for the year ended 30 June:                                     
Earnings source                                                                 
June       June     %                      
R million                             2009       2008     change                
Discovery Health                      1 028      891      15                    
Discovery Life                        1 184      989      20                    
Discovery Vitality                    40         49       (18)                  
PruHealth                             (103)      (155)    34                    
Operating profit from established     2 149      1 774    21                    
businesses                                                                      
Discovery Invest                      (122)      (157)    22                    
PruProtect                            (156)      (134)    (16)                  
Destiny Health                        (173)      (192)    10                    
Group operating profit before         1 698      1 291    32                    
premium deficiency reserve and                                                  
corporate costs                                                                 
Transfer to premium deficiency        (21)       -                              
reserve                                                                         
Corporate costs*                      (3)        (18)     83                    
Profit from operations before         1 674      1 273    32                    
investment income, impairment and                                               
BEE expenses                                                                    
*Corporate costs include costs relating to the odd-lot offer in the current     
year and the FirstRand unbundling in the prior year.                            
Taxation                                                                        
All South African entities are in a tax paying position. South African income   
tax has been provided at 28% (2008: 28%) and secondary tax on companies at 10%  
in the financial statements and embedded value statements.                      
Discovery obtained no tax relief for the PruHealth losses for the year ended    
30 June 2009. For the six-month period ending 31 December 2007, Discovery       
obtained tax relief for 100% of the PruHealth losses as this tax asset was      
ceded to Prudential Assurance Company in the UK ("Prudential"). R26 million     
was included in finance charges relating to a settlement discount on early      
payment by Prudential for these tax losses in that period.                      
Tax relief is obtained for 100% of the PruProtect losses through Prudential.    
Reinsurance contracts                                                           
Included in cash and cash equivalents at 30 June 2009 is the balance of R750    
million received in terms of a quota share treaty entered into by Discovery     
Life in December 2008. This treaty effectively reinsures approximately 15% of   
the negative reserve as at that date. The liability in respect of this treaty   
has been included in liabilities arising from reinsurance contracts. This       
amount has been shown as a receipt arising from reinsurance contract on the     
face of the income statement and the full amount has been transferred out       
through the change in liabilities under reinsurance contracts.                  
In December 2008, Discovery Life also entered into a reinsurance contract to    
reinsure lapse risk (for the next five years) of up to 22% of the negative      
reserve in force as at that date.                                               
Investments                                                                     
Investments have increased due to the sale of Discovery Invest products.        
Discovery has classified its shareholder investments as available-for-sale      
financial instruments. As such, gains and losses are ordinarily taken directly  
to reserves, until realised. When realised, the resulting gain or loss is       
taken to profit and loss but excluded from the calculation of headline          
earnings.                                                                       
Due to the significant decrease in the equity markets during the 2009           
financial year, Discovery had to assess whether objective evidence existed      
that the equity instruments classified as available-for-sale financial assets   
were impaired at 30 June 2009. A significant or prolonged decline in the fair   
value of an investment in an equity instrument below its cost is objective      
evidence of impairment. Discovery has taken the view that a 30% decline in the  
fair value of an investment in an equity instrument below cost would be         
classified as significant and a period of nine months or more would be a        
prolonged decline.                                                              
Based on this view, Discovery has impaired equity instruments classified as     
available-for-sale financial assets that had a decline of 30% or more in the    
fair value of the asset below cost or has met the prolonged decline criteria.   
This amounted to R96 million and has been taken through profit and loss.        
Balance sheet                                                                   
The increase in the assets arising from insurance contracts of R1 284 million   
is as a result of profitable new business written by Discovery Life.            
The deferred tax liability is primarily attributable to the application of the  
Financial Services Board directive 145.  This directive allows for the zeroing  
on a statutory basis of the assets arising from insurance contracts. The        
statutory basis is used when calculating tax payable for Discovery Life,        
resulting in a timing difference between the tax base and the accounting base.  
At 30 June 2009, Destiny Health raised a Premium Deficiency Reserve of US$2.4   
million (R21 million). This relates to future losses that will be incurred on   
a block of business due to an onerous contract. This reserve has been included  
in liabilities arising from insurance contracts.                                
Accounting policies                                                             
The annual financial statements have been prepared in accordance with           
International Financial Reporting Standards (IFRS) including IAS34, as well as  
the South African Companies Act 61 of 1973, as amended, and are consistent      
with the accounting policies applied in the annual report and the               
corresponding prior year period.                                                
Share-based payments                                                            
The issue of 38.7 million shares by Discovery in terms of its BEE transaction   
in 2005 has been accounted for in terms of IFRS 2. These shares are not         
accounted for as issued in the consolidated accounts of Discovery but rather    
as a share option transaction. These shares have been considered in the         
calculation of diluted HEPS and diluted EPS.                                    
The BEE transaction has resulted in a charge to the income statement of R13     
million in the year ended 30 June 2009 (2008: R23 million) in accordance with   
the requirements of IFRS 2.                                                     
An additional R60 million (2008: R19 million) in respect of options granted     
under employee share incentive schemes has been expensed in the income          
statement for the year in accordance with the requirements of IFRS 2.           
The Group entered into transactions to hedge its exposure in the phantom share  
scheme related to changes in the Discovery share price. As at 30 June 2009,     
approximately 51.4% (2008: 66.6%) of this exposure was hedged.                  
Directorate                                                                     
Dr Judy Dlamini resigned as non-executive director from the board of Discovery  
Holdings Limited, with effect from 30 November 2008, to pursue her              
philanthropic and business interests. Judy has added tremendous value to the    
Discovery board during her tenure and her contribution will be missed.          
Mr Richard Farber was appointed as an executive director of the board of        
Discovery with effect from 1 July 2009.                                         
Dividend policy and capital                                                     
An interim dividend of 25,5 cents per share was paid on 23 March 2009.          
The directors are of the view that the Discovery Group is adequately            
capitalised at this time. On the statutory basis the capital adequacy           
requirements of Discovery Life was R230 million (2008: R174 million) and was    
covered 7.7 times (2008: 7.0 times).                                            
Cash dividend declaration:                                                      
The board has declared a final dividend of 33 cents per share. The salient      
dates are as follows:                                                           
- Last date to trade "cum" dividend      Friday, 9 October 2009                 
- Date trading commences "ex" dividend   Monday, 12 October 2009                
- Record date                            Friday, 16 October 2009                
- Date of payment                        Monday, 19 October 2009                
Share certificates may not be dematerialised or rematerialised between Monday,  
12 October 2009 and Friday, 16 October 2009, both days inclusive.               
Comparative figures                                                             
Assets arising from insurance contracts where shown net of the associated       
Liabilities arising from reinsurance contracts. These amounts have now been     
disclosed on a gross basis and the comparative balance sheet has been           
restated. The restatement results in an increase of R245 million in relation    
to the Assets arising from insurance contracts and a corresponding increase in  
the Liabilities arising from reinsurance contracts. The restatement has no      
impact on the Group`s comparative net profit, nor the Group`s comparative       
basic and diluted earnings per share, nor the Group`s comparative cash flows.   
Audit                                                                           
The auditors, PricewaterhouseCoopers Inc., have issued their opinion on the     
Group financial statements for the year ended 30 June 2009. A copy of the       
auditors` unqualified report is available for inspection at the company`s       
registered office.                                                              
Transfer secretaries                                                            
Computershare Investor Services (Pty) Limited (Registration number              
2004/003647/07)                                                                 
Ground Floor, 70 Marshall Street,                                               
Johannesburg 2001                                                               
PO Box 61051, Marshalltown 2107                                                 
Sponsors                                                                        
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Secretary and registered office                                                 
MJ Botha                                                                        
Discovery Holdings Limited                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1999/007789/06)                                           
JSE share code: DSY   ISIN: ZAE000022331                                        
155 West Street, Sandton 2146                                                   
PO Box 786722, Sandton 2146                                                     
Tel: 011 529 2888  Fax: 011 529 2958                                            
Directors                                                                       
MI Hilkowitz (Chairperson),                                                     
A Gore* (Chief Executive Officer), Dr BA Brink, P Cooper, SB Epstein (USA), R   
Farber* **, NS Koopowitz*, Dr TV Maphai, HP Mayers*, AL Owen (UK), A Pollard*,  
JM Robertson* (CIO), SE Sebotsa, T Slabbert, B Swartzberg*, SV Zilwa            
*Executive                                                                      
**Appointed 1 July 2009                                                         
Date: 02/09/2009 08:48:01 Produced by the JSE SENS Department.                  
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