OLD MUTUAL INSURE LIMITED - Amendments to Old Mutual Insure's ZAR1 000 000 000 unsecured subordinated note programme

Amendments to Old Mutual Insure's ZAR1 000 000 000 unsecured subordinated note programme

OLD MUTUAL INSURE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/006619/06)
JSE alpha code: MFEI
(“Old Mutual Insure” or “Issuer”)

AMENDMENTS TO OLD MUTUAL INSURE’S ZAR1 000 000 000 UNSECURED SUBORDINATED NOTE
PROGRAMME

Noteholders are advised that Old Mutual Insure has amended and updated its ZAR1 000 000 000
Unsecured Subordinated Note Programme (the “Programme Memorandum”) to incorporate various
regulatory amendments in order to align the Programme Memorandum with the most recent JSE
Limited (“JSE”) Debt Listings Requirements (“JSE DLRs”).

In this regard, the following amendments to the Programme Memorandum were introduced:

1.  aligning the Issuer and JSE responsibility statements in the Programme Memorandum with the
    pro forma Applicable Pricing Supplement (“APS”) with the exact wording in the JSE DLRs;
2.  removing references to “callable” and Issuer being rated throughout the Programme
    Memorandum;
3.  changing references to the “BESA Guaranteed Fund” to “JSE Debt Guarantee Fund”;
4.  changing the section headed “Documents Incorporated by Reference”, which included the
    publication of information on the Issuer’s website;
5.  introducing definitions for the “Interest Period”, “Interest Payment Dates” and “Determination
    Dates” into the APS;
6.  introducing further placeholders dealing with the “Index Calculator” and “Index Level”;
7.  amending condition 17 “Notices” to be aligned with the JSE DLRs;
8.  amending condition 18 “Amendment of these Terms and Conditions” (including the “Terms and
    Conditions” and removal of the word “minor” amendments without the consent of noteholders);
9.  amending condition 19 “Meetings of Noteholders/Consent Process” to be aligned with the new
    Companies Act, 2008 (meetings of shareholder provisions);
10. introduction of a written “Consent Process” by way of extraordinary resolution. These
    amendments were introduced alongside the “Meetings of Noteholders”;
11. amendments to the definition of “Extraordinary Resolutions” and the application thereof
    throughout the “Terms and Conditions”;
12. changing noteholders voting default position i.e. “voting by hand” to “voting by poll”;
13. changing the King IV wording to bring it in line with the King Code requirements in the JSE DLRs;
14. amendments to the section headed “General Information” at the end of the Programme
    Memorandum relating to “Authorisation”, “Listing and Approval”, “Documents Available”,
    “Material Change”, “Litigation” and “Auditors”;
15. updating the original SAM provisions with the recent provisions of the new Insurance Act and the
    Financial Solvency Standards (twin peaks);
16. updating the Programme Memorandum to provide for the recent amendments from Strate in
    terms of settlement, for example all references to the “CSD Nominees” have been deleted;
17. introducing the “Issuer Agent” concept (new Strate requirement);
18. updating the Issuer’s disclosure section and Risk Factors section;
19. removing the Issuer’s disclosure section and Risk Factors section into a separate Information
    Statement and updating the sections accordingly;
20. updating the South African Taxation Section with the most recent tax laws; and
21. further minor clean-up changes pursuant to the JSE DLRs.

The amendments to the Programme Memorandum have been approved by the JSE and the updated
Programme Memorandum is available for inspection on Old Mutual Insure’s website at
https://www.oldmutual.co.za/insure/about-us/old-mutual-insure-financials.

10 April 2019
Debt Sponsor: Nedbank CIB, a division of Nedbank Limited

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