OLD MUTUAL LIMITED - Implementation of the Old Mutual Bula Tsela transaction and dealings in securities by the company secretary

Implementation of the Old Mutual Bula Tsela transaction and dealings in securities by the company secretary

Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
JSE alpha code: OMLI
("Old Mutual" or “the Company”)

21 November 2022

IMPLEMENTATION OF THE OLD MUTUAL BULA TSELA TRANSACTION AND DEALINGS IN SECURITIES BY THE
COMPANY SECRETARY OF OLD MUTUAL

Debtholders are referred to the:

-    circular to shareholders dated 13 July 2022 (“Circular”), and the SENS announcement dated 4 November 2022,
     regarding the Company’s transformative broad-based black economic empowerment ownership transaction
     named Old Mutual Bula Tsela (“Transaction”); and

-    Old Mutual Bula Tsela retail offer (“Retail Offer”) prospectus (“Prospectus”) dated 22 August 2022, which included an
     offer of shares in Old Mutual Bula Tsela Retail Scheme (RF) Limited (“RetailCo”) to Eligible Members of the Public.

Capitalised terms used in this announcement that are not defined in this announcement bear the meanings ascribed to
them in the Circular.

1.   RESULTS OF THE RETAIL OFFER

     In the Prospectus, Old Mutual invited members of the black public, more specifically Black Persons, Black-owned
     Companies and Black-owned Entities (collectively, “B-BBEE Compliant Persons”), to apply for ordinary shares in
     RetailCo (”Bula Tsela Shares”).

     The Company is pleased to announce that the Retail Offer, which closed on 24 October 2022, has been a resounding
     success. Over 38,000 valid applications were received, and the Retail Offer was oversubscribed. RetailCo has
     accordingly raised the amount it requires to subscribe for the Retail Transaction Subscription Shares.

     As was announced on 4 November 2022, 9 750 008 Bula Tsela Shares will be issued to successful applicants.

2.   BASIS OF ALLOCATION

     An allocation methodology has been applied which seeks to achieve the broadest possible base of B-BBEE Compliant
     Persons. This bottom-up waterfall approach ensures that all valid applicants receive a base allocation of Bula Tsela
     Shares with the balance of the shares being allocated towards applicants who applied for a number of Bula Tsela
     Shares in excess of the base allocation.

3.   ISSUE OF BULA TSELA SHARES

     Bula Tsela Shares have been issued to successful Retail Offer applicants today. Applicants will be notified by SMS
     and/or email on or before 9 December 2022 as to the extent to which their applications were accepted and the
     number of Bula Tsela Shares issued to them. To the extent that applications have not been accepted, or have been
     partially accepted, refunds in relation to the unaccepted portions of the applications will be made commencing on
     or about 9 December 2022. No interest will be paid on refunded amounts.

4.   IMPLEMENTATION OF THE TRANSACTION

     As was announced on 4 November 2022, all conditions precedent to the Transaction have been fulfilled.
     Accordingly, Old Mutual has today issued 205,326,842 shares in Old Mutual to the Employee Trusts, the Community
     Trust and RetailCo. The JSE has approved the listing of those shares.

5.   GRANT OF SHARES IN THE EMPLOYEE TRANSACTION TO THE COMPANY SECRETARY

     In accordance with paragraph 6.42 of the Debt Listings Requirements, debtholders are advised that the Company
     Secretary of Old Mutual has been granted an award in terms of the Employee Transaction (ie the employee leg of the
     Transaction):

    Director                    Elsabé Margaretha Kirsten
    Position                    Company Secretary
    Company                     Old Mutual
    Nature of transactions      Off-market acceptance of forfeitable shares in respect of the Employee Transaction
    Class of Securities         Ordinary shares
    Transaction Date            21 November 2022
    Vesting date                Award vests in tranches of 25% on 21 November 2026, 25% on 21 November 2028 and 50%
                                on 21 November 2030. Shares remain restricted until shortly after 21 November 2032
    Number of shares            224
    Grant Price per share       224 shares have been issued under the Employee Transaction to the relevant
                                Employee Trust at an issue price of R10.2200 per share. No consideration is payable by
                                the Company Secretary for the award
    Value of Transaction        R2 289.2800
    Nature of interest          Direct beneficial
    Clearance obtained          Yes
    Place of the transaction    XOFF

    Director                    Elsabé Margaretha Kirsten
    Position                    Company Secretary
    Company                     Old Mutual
    Nature of transactions      Off-market acceptance of forfeitable shares in respect of the Employee Transaction
    Class of Securities         Ordinary shares
    Transaction Date            21 November 2022
    Vesting date                Award vests in tranches of 25% on 21 November 2026, 25% on 21 November 2028 and 50%
                                on 21 November 2030. Shares remain restricted until shortly after 21 November 2032.
    Number of shares            896
    Grant Price per share       896 shares have been issued under the Employee Transaction to the relevant
                                Employee Trust at an issue price of R3.3900 per share. No consideration is payable by
                                the Company Secretary for the award
    Value of Transaction        R3 037.4400
    Nature of interest          Direct beneficial
    Clearance obtained          Yes
    Place of the transaction    XOFF

Sandton

Corporate Advisers
Tamela Holdings Proprietary Limited
Rand Merchant Bank (a division of FirstRand Bank Limited)

Independent Reporting Accountants and Auditors
Deloitte & Touche

Legal Adviser to Old Mutual
Bowman Gilfillan Inc.

JSE Transaction Sponsor
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Enquiries

  Investor Relations
  Bonga Mriga                               M: +27 67 866 6348
  Interim Head: Investor Relations          E: bmriga@oldmutual.com

  Communications
  Vuyo Mtawa                                M: +27 68 422 8125
  Head: Group Communication                 E: vmtawa@oldmutual.com
Notes to Editors

About Old Mutual Limited
Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions to retail and
corporate customers across key market segments in 14 countries. Old Mutual's primary operations are in South Africa
and the Rest of Africa and it has a niche business in Asia. With 177 years of heritage across sub-Saharan Africa, Old Mutual
is a crucial part of the communities they serve and the broader society on the continent.

For further information on Old Mutual, and its underlying businesses, please visit the corporate website at
www.oldmutual.com.

Date: 21-11-2022 05:34:00
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