OLD MUTUAL LIFE ASSURANCE CO SA LIMITED - Amendment and restatement of the Old Mutual, OMLACSA and Old Mutual Insure multi-issuer note programme

Amendment and restatement of the Old Mutual, OMLACSA and Old Mutual Insure multi-issuer note programme

OLD MUTUAL LIMITED
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
JSE alpha code: OMLI
(“Old Mutual”)

OLD MUTUAL LIFE ASSURANCE COMPANY (SOUTH AFRICA) LIMITED
Incorporated in the Republic of South Africa
Registration number 1999/004643/06
JSE alpha code: BOLDM
(“OMLACSA”)


AMENDMENT AND RESTATEMENT OF THE OLD MUTUAL, OMLACSA AND OLD MUTUAL
INSURE ZAR25,000,000,000 MULTI-ISSUER NOTE PROGRAMME AND INFORMATION
STATEMENT

Noteholders are advised that Old Mutual, OMLACSA and Old Mutual Insure have amended and
restated the ZAR25,000,000,000 Multi-Issuer Note Programme (the “Programme Memorandum”) and
the information statement (the “Information Statement”) as set out below.

1.   The Programme Memorandum has been updated to reflect:

     1.1   the removal of Old Mutual Insure as an issuer under the Programme Memorandum;
     1.2   updates to “Documents incorporated by reference” section;
     1.3   introducing the sections headed “Investor Considerations/Risk Factors” and “Corporate
           Information”;
     1.4   amendments to the “Summary of the Programme” section;
     1.5   amendments to the “Pro Forma Applicable Pricing Supplement” section;
     1.6   updates to the process of meetings of senior noteholders/consent process;
     1.7   updates to the “Definitions” sections and inclusion of additional definitions; and
     1.8   amendments to the “Subscription and Sale”, “Taxation” and “South African Exchange
           Control” sections;

2.   The Information Statement has been updated to reflect changes to:

     2.1   the risks relating to Old Mutual and OMLACSA;
     2.2   the description of Old Mutual and OMLACSA;
     2.3   the strategy of Old Mutual;
     2.4   the board of directors of Old Mutual and OMLACSA; and
     2.5   material changes of Old Mutual and OMLACSA.

In addition, the updates to the Programme Memorandum and Information Statement also incorporate
various regulatory amendments and consequent amendments following the removal of Old Mutual
Insure as an issuer.

The amendments to the Programme Memorandum have been approved by the JSE and the updated
Programme Memorandum and Information Statement are available on Old Mutual’s website at
https://www.oldmutual.com/investor-relations/debt-investors.

13 December 2022
Debt Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 13-12-2022 03:45:00
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