MMI GROUP LTD - Request for Consent by Noteholders

Request for Consent by Noteholders

MMI Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1904/002186/06)
Company code: MMIG


REQUEST FOR CONSENT BY NOTEHOLDERS

1.    This notice of request for consent (this Consent Request)
      has been delivered by the Issuer to each holder of Notes
      (the Noteholders) issued under:

1.1      the MMI Group Limited (formerly Momentum Group
         Limited) ZAR1,000,000,000 Unsecured Subordinated
         Callable Note Programme (the Momentum Programme)
         established pursuant to a programme memorandum dated
         20 April 2006 (the Momentum Programme Memorandum) in
         accordance with Condition 17 (Notices) of the section
         headed “Terms and Conditions of the Notes” in the
         Momentum Programme Memorandum (the Momentum Terms and
         Conditions); and

1.2      the MMI Group Limited ZAR500,000,000 Unsecured
         Subordinated Callable Note Programme (previously
         established by Metropolitan Life Limited prior to the
         transfer of its business to MMI Group Limited pursuant
         to a court order dated 20 April 2013) (the
         Metropolitan Programme) established pursuant to a
         programme memorandum dated 13 December 2006 (the
         Metropolitan Programme Memorandum) and Condition 17
         (Notices) of the section headed “Terms and Conditions
         of the Notes” in the Metropolitan Programme Memorandum
         (the Metropolitan Terms and Conditions),

for purposes of obtaining the Momentum and Metropolitan
Noteholders’ written consent to amend and restate the Momentum
Terms and Conditions and consolidate these with the
Metropolitan Terms and Conditions as required in terms of
Condition 18 (Amendment of these Conditions) of the Momentum
Terms and Conditions and Condition 18 (Amendment of these
Terms and Conditions) of the Metropolitan Terms and Conditions
to form a new MMI Group Limited programme (the MMI Programme).
2.    Capitalised terms used herein which are not otherwise
      defined shall bear the meaning ascribed thereto in the
      Momentum Terms and Conditions and/or the Metropolitan
      Terms and Conditions where the context requires.

3.    The MMI Group Limited (the Issuer) seeks the Noteholders’
      consent in accordance with Condition 18.3 (Amendment of
      these Conditions) of the Momentum Terms and Conditions and
      Condition 18.3 (Amendment of these Terms and Conditions)
      of the Metropolitan Terms and Conditions, respectively to:

3.1      amend and restate the Momentum Programme Memorandum
         and consolidate this with the Metropolitan Programme
         Memorandum including amending and restating the
         Momentum Terms and Conditions to form the MMI
         Programme;

3.2      amend and restate the Applicable Pricing Supplement
         relating to the issue of ZAR1,000,000,000 Unsecured
         Subordinated Callable Notes due 15 September 2020
         (MGL01) on 25 April 2006 by MMI Group Limited
         (formerly Momentum Group Limited) (the Momentum
         Applicable Pricing Supplement); and

3.3      amend and restate the Applicable Pricing Supplement
         relating to the issue of ZAR500,000,000 Unsecured
         Subordinated Callable Notes due 15 December 2019
         (MET01) on 15 December 2006 by Metropolitan Life
         Limited (the Metropolitan Applicable Pricing
         Supplement),

4.   The draft amended and restated programme memorandum in
     relation to the MMI Programme is available on the Issuer’s
     website at http://www.mmiholdings.com. The amended Terms
     and Conditions incorporating the proposed amendments as
     contemplated in this Consent Request have been
     incorporated into the section headed “Terms and Conditions
     of the Notes” of the MMI Amended and Restated Programme
     Memorandum;

5.   The changes marked against the Momentum Terms and
     Conditions available on the Issuer’s website at
     http://www.mmiholdings.com.

6.   The changes marked against the Metropolitan Terms and
     Conditions are available on the Issuer’s website at
     http://www.mmiholdings.com.

7.   The consequential changes to the Momentum Applicable
     Pricing Supplement are marked and the document is also
     available on the Issuer’s website at
     http://www.mmiholdings.com.

8.   The consequential changes to the Metropolitan Applicable
     Pricing Supplement are marked and the document is
     available on the Issuer’s website at
     http://www.mmiholdings.com.

9.   This Notice has been delivered to Strate in accordance
     with Condition 18 (Amendment of these Conditions) of the
     Momentum Terms and Conditions and Condition 18 (Amendment
     of these Terms and Conditions) of the Metropolitan Terms
     and Conditions as read with Condition 17 (Notices) of the
     Momentum Terms and Conditions and Condition 17 (Notices)
     of the Metropolitan Terms and Conditions.


10 December 2013

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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