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MAF - Mutual & Federal Insurance Company Limited - Fulfilment Of Conditions Precedent And Finalisation Announcement MUTUAL & FEDERAL INSURANCE COMPANY LIMITED (Incorporated in the Republic of South Africa) Registration number 1970/006619/06 Share code JSE: MAF NSX: MTF ISIN: ZAE000010823 ("Mutual & Federal") FULFILMENT OF CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT 1. INTRODUCTION In the announcement released on SENS on Tuesday, 1 December 2009 and published in the press on Wednesday, 2 December 2009, Mutual & Federal shareholders were advised that the scheme of arrangement proposed by Old Mutual plc ("Old Mutual") between Mutual & Federal and its shareholders other than Old Mutual and its subsidiaries which beneficially hold shares in Mutual & Federal ("the Scheme") remained subject to the fulfilment or waiver, to the extent possible, of certain conditions precedent set out in that announcement ("Conditions Precedent"). Shareholders are advised that all of the Conditions Precedent have now been fulfilled and/or waived, and accordingly, the salient dates and times published on SENS, in the circular to Mutual & Federal shareholders on Friday, 30 October 2009 and in the press on Monday, 2 November 2009, are amended as set out on paragraph 2 below. Application for the listing of the Scheme consideration shares will be made by Old Mutual to the relevant exchanges on which Old Mutual is listed. 2. AMENDED SALIENT DATES AND TIMES Finalisation date announcement to be released on Tuesday, 19 January 2010 SENS on Finalisation date announcement to be published in Wednesday, 20 January 2010 the press on Last day to trade Mutual & Federal shares on the Friday, 29 January 2010 JSE and NSX in order to be recorded in the share register on the Scheme record date on Date of suspension of Mutual & Federal`s listing Monday, 1 February 2010 on the JSE and NSX from the commencement of business on Date that trading in the Scheme consideration Monday, 1 February 2010 shares commences Scheme record date to determine participation in Friday, 5 February 2010 the Scheme at 17h00 on Disposal date from which the Scheme consideration Monday, 8 February 2010 will be made available or posted to certificated Scheme participants (if the duly completed form of surrender and transfer and the documents of title are received by the transfer secretaries on or prior to 12h00 on the Scheme record date, or failing that, within five business days of receipt of the duly completed form of surrender and transfer and relevant documents of title by the transfer secretaries). Dematerialised Scheme participants will have the Scheme consideration credited to their account held at their CSDP or broker on the operative date Operative date of the Scheme, from the Monday, 8 February 2010 commencement of business on Termination of listing of Mutual & Federal shares Monday, 8 February 2010 from the JSE and NSX at commencement of business on Notes: 1. In order to be recorded in the register on the Scheme record date no dematerialisation or rematerialisation of Mutual & Federal shares will take place after the last day to trade, which is expected to be Friday, 29 January 2010. 2. All times indicated above are South African times. Johannesburg 19 January 2010 Investment bank, transaction advisor Corporate law advisors and transaction sponsor (logo) (logo) Nedbank Capital, a division of Nedbank Edward Nathan Sonnenbergs Limited Date: 19/01/2010 14:45:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
