SANLAM LIMITED RAISES R4 BILLION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA,
CANADA OR JAPAN
SANLAM LIMITED RAISES R4 BILLION
PUBLIC OFFER PRICE OF 600 CENTS PER SHARE
POLICYHOLDERS' OFFER PRICE OF 540 CENTS PER SHARE
AT THE 10 PERCENT DISCOUNT
POLICYHOLDERS' AND PUBLIC OFFERS OVERSUBSCRIBED
* TOTAL PROCEEDS RAISED R4 BILLION
* PUBLIC OFFER PRICE SET AT 600 CENTS PER SHARE

* POLICYHOLDER APPLICATIONS OF APPROXIMATELY R1 BILLION AT 540 CENTS PER SHARE
(REFLECTING THE 10 PERCENT DISCOUNT)

* BIDS EXCEEDED ALLOCATIONS BY MORE THAN 3 TIMES IN THE INSTITUTIONAL OFFER
* STRONG INTERNATIONAL SUPPORT FOR SANLAM.  IN EXCESS OF R5 BILLION
INTERNATIONAL DEMAND IN THE OFFERS
* SANLAM LISTS TODAY ON THE JSE AND NSX
MARINUS DALING, EXECUTIVE CHAIRMAN SAID TODAY:

"THIS IS A TERRIFIC RESULT AND A HUGE VOTE OF CONFIDENCE IN BOTH SANLAM AND
SOUTH AFRICA. WE ARE NOW WELL PLACED TO BUILD ON THE INITIATIVES ALREADY
UNDERWAY AND TO SEIZE OPPORTUNITIES FOR THE BENEFIT OF OUR POLICYHOLDERS AND
OTHER CLIENTS, SHAREHOLDERS AND EMPLOYEES. WE LOOK FORWARD TO THE FUTURE WITH
ENTHUSIASM."
ENQUIRIES

ROBERT FLEMING               DAVID FLETCHER      (021) 917 6000

FLEMING MARTIN               RICHARD STUART      (021) 917 6000

DRESDNER KLEINWORT BENSON    TIM WISE            (021) 947 6840

CAZENOVE & CO.               JOHN PAYNTER        +44 171 588 2828
MEDIA ENQUIRIES

SANLAM                       FRANS VAN RENSBURG  (021) 947 4893

                                                 083 626 8955

BRUNSWICK                    LUCAS VAN PRAAG     (021) 947 9944

THE CONTENTS OF THIS ANNOUNCEMENT ARE BASED ON THE ASSUMPTION THAT THE LISTING
OF THE ISSUED SHARE CAPITAL OF SANLAM LIMITED ON THE JSE HAS TAKEN EFFECT.
THIS IS DUE TO OCCUR WITH EFFECT FROM 9.30 AM ON 30 NOVEMBER 1998. A FURTHER
PUBLIC ANNOUNCEMENT WILL BE MADE TO CONFIRM THAT LISTING HAS OCCURRED.
THIS ANNOUNCEMENT DOES NOT FORM PART OF ANY OFFER TO BUY OR TO SUBSCRIBE FOR
ANY SECURITIES AND IS ISSUED MERELY FOR RECORD PURPOSES. STABILISATION / FSA.
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
THE SANLAM SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY
ARE REGISTERED OR EXEMPT FROM REGISTRATION.  THERE HAS NOT BEEN, AND WILL NOT
BE, A PUBLIC OFFERING OF SANLAM SHARES IN THE UNITED STATES.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA,
CANADA OR JAPAN
SANLAM LIMITED RAISES R4 BILLION
PUBLIC OFFER PRICE OF 600 CENTS PER SHARE
POLICYHOLDERS' OFFER PRICE OF 540 CENTS PER SHARE
AT THE 10 PERCENT DISCOUNT
POLICYHOLDERS' AND PUBLIC OFFERS OVER SUBSCRIBED
INTRODUCTION

SANLAM LIMITED ("SANLAM") CONFIRMS THAT IT HAS RAISED R4 BILLION IN ITS SHARE
OFFER AND IS PLEASED TO ANNOUNCE THE PRICE AND BASES OF ALLOCATION UNDER THE
OFFERS.
PRICING

THE PUBLIC OFFER PRICE HAS BEEN SET AT 600 CENTS PER SHARE AND THE

POLICYHOLDERS' OFFER PRICE AT 540 CENTS PER SHARE.  THE POLICYHOLDERS' OFFER
PRICE REFLECTS THE 10 PERCENT DISCOUNT APPLICABLE TO QUALIFYING POLICYHOLDERS.
THE PRICING FOLLOWED STRONG DEMAND FROM SANLAM POLICYHOLDERS, DOMESTIC AND
INTERNATIONAL INSTITUTIONAL INVESTORS AND RETAIL INVESTORS.
POLICYHOLDERS' OFFER

THE POLICYHOLDERS' OFFER WAS OPEN TO ALL POLICYHOLDERS WHO RECEIVED FREE SHARES
AS WELL AS SOUTH AFRICAN AND NAMIBIAN POLICYHOLDERS AT 30 SEPTEMBER 1998.
APPROXIMATELY 83 000 APPLICATIONS WERE RECEIVED IN THE POLICYHOLDERS' OFFER
WITH A VALUE OF R976 MILLION.

THIS LEVEL OF DEMAND EXCEEDS THE ORIGINAL ALLOCATION OF R500 MILLION SET ASIDE
TO MEET APPLICATIONS FROM POLICYHOLDERS. THE POLICYHOLDERS' OFFER HAS THEREFORE
BEEN INCREASED TO R976 MILLION (EQUAL TO APPROXIMATELY 181 MILLION SHARES). ALL
APPLICANTS IN THE POLICYHOLDERS' OFFER WILL RECEIVE A FULL ALLOCATION. THE
SHARE ALLOCATIONS MADE TO POLICYHOLDERS ARE SET OUT IN THE APPENDIX.

ON LISTING, POLICYHOLDERS WILL HOLD, TOGETHER WITH THEIR FREE SHARES,

APPROXIMATELY 80 PERCENT OF THE ISSUED SHARE CAPITAL OF SANLAM.
PUBLIC OFFER

THE PUBLIC OFFER PRINCIPALLY COMPRISED THE INSTITUTIONAL OFFER, THE
PREFERENTIAL RETAIL OFFER AND THE RETAIL OFFER.
* INSTITUTIONAL OFFER

THE VALUE OF DEMAND IN THE INSTITUTIONAL OFFER WAS IN EXCESS OF R10 BILLION
WITH BIDS EXCEEDING ALLOCATIONS BY MORE THAN 3 TIMES. SOME 499 MILLION SHARES
WORTH APPROXIMATELY R3 BILLION AT THE PUBLIC OFFER PRICE HAVE BEEN ALLOCATED TO
INVESTORS IN THE INSTITUTIONAL OFFER.

DEMAND FOR SHARES CAME FROM A BROAD RANGE OF INVESTORS IN BOTH THE DOMESTIC AND
INTERNATIONAL MARKETS, WITH THE MAJORITY OF SHARES BEING ALLOCATED TO DOMESTIC
INSTITUTIONS.
* PREFERENTIAL RETAIL OFFER

APPLICATIONS TOTALLING APPROXIMATELY R47 MILLION WERE RECEIVED IN THE

PREFERENTIAL RETAIL OFFER.  AT THE PUBLIC OFFER PRICE, A TOTAL OF APPROXIMATELY
R30 MILLION (EQUAL TO APPROXIMATELY 5 MILLION SHARES) HAS BEEN ALLOCATED TO
CLIENTS OF THE SANLAM GROUP IN SOUTH AFRICA AND NAMIBIA.  SHARE ALLOCATIONS IN
THE PREFERENTIAL RETAIL OFFER ARE SET OUT IN THE APPENDIX.
* RETAIL OFFER

IN THE RETAIL OFFER, APPLICATIONS WERE RECEIVED FOR A TOTAL OF R103 MILLION
WORTH OF SHARES.  AT THE PUBLIC OFFER PRICE, A TOTAL OF R23 MILLION (EQUAL TO
APPROXIMATELY 4 MILLION SHARES) HAS BEEN ALLOCATED TO RETAIL INVESTORS IN SOUTH
AFRICA AND NAMIBIA.  SHARE ALLOCATIONS IN THE RETAIL OFFER ARE SET OUT IN THE
APPENDIX.
USE OF PROCEEDS

THE TOTAL PROCEEDS RAISED IN THE OFFERS ARE R4 026 MILLION OF WHICH R2 296
MILLION WILL BE USED TO FUND SANLAM'S CORPORATE RESTRUCTURING AND AN ESTIMATED
R550 MILLION TO FUND THE EXPENSES OF THE DEMUTUALISATION PROPOSAL, INCLUDING
THE CAPITAL RAISING.  SOME R339 MILLION WAS RAISED FROM THE SALE OF 57 MILLION
FREE SHARES, PRINCIPALLY TO FUND THE DEMUTUALISATION LEVY. THE REMAINING R841
MILLION WILL BE USED TO FUND FUTURE GROWTH.
SANLAM SHARE ACCOUNT

SANLAM SHARE ACCOUNT STATEMENTS AND SHARE CERTIFICATES WERE POSTED ON 23
NOVEMBER 1998 TO THOSE WHO ARE RECEIVING FREE SHARES.  IT IS INTENDED THAT
SANLAM SHARE ACCOUNT STATEMENTS AND SHARE CERTIFICATES TOGETHER WITH REFUND
MONEY CHEQUES (WHERE APPROPRIATE) WILL BE POSTED TO SUCCESSFUL APPLICANTS ON 7
DECEMBER 1998.
SHARE DEALING SERVICE

SANLAM HAS ESTABLISHED A SHARE DEALING SERVICE TO ALLOW INDIVIDUALS TO BUY AND
SELL SHARES BY POST OR THROUGH CERTAIN SANLAM OFFICES FROM THE DAY OF LISTING.
IN ADDITION, A SHARE DEALING CALL CENTRE WILL BE AVAILABLE FROM 14 DECEMBER
1998.  DETAILS OF THESE SERVICES WILL BE SENT TO APPLICANTS WITH THEIR SANLAM
SHARE ACCOUNT STATEMENT OR SHARE CERTIFICATE.

APPLICANTS WHO DEAL IN SHARES BEFORE RECEIPT OF THEIR SANLAM SHARE ACCOUNT
STATEMENT OR SHARE CERTIFICATE DO SO AT THE RISK OF SELLING SHARES FOR WHICH
THEY HAVE NOT RECEIVED AN ALLOCATION.
OVER-ALLOTMENT AND STABILISATION

IN CONNECTION WITH THE PUBLIC OFFER, ROBERT FLEMING & CO. LIMITED ("FLEMINGS"),
KLEINWORT BENSON LIMITED ("DRESDNER KLEINWORT BENSON") AND CAZENOVE & CO. MAY
OVER-ALLOT SHARES AND FLEMINGS THE STABILISING MANAGER, ON BEHALF OF THE GLOBAL
CO-ORDINATORS, MAY EFFECT TRANSACTIONS TO STABILISE OR MAINTAIN THE MARKET
PRICE OF THE SHARES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL IN THE OPEN
MARKET.  AS THE JSE AND THE NSX DO NOT PERMIT PRICE STABILISATION TRANSACTIONS,
FLEMINGS WILL EFFECT ANY TRANSACTIONS USING A QUOTE ON SEAQ INTERNATIONAL IN
ACCORDANCE WITH THE RELEVANT REGULATIONS (STABILISATION/FSA).  SUCH

STABILISATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
GENSEC SUBSCRIPTION AGREEMENT

SANLAM MAY ISSUE UP TO A FURTHER 150 MILLION SHARES TO GENBEL SECURITIES
LIMITED ("GENSEC"), ON BEHALF OF ITS MANAGED FUNDS, PURSUANT TO THE GENSEC
SUBSCRIPTION AGREEMENT, IN TERMS OF WHICH GENSEC, ON BEHALF OF ITS MANAGED
FUNDS, WILL BE OBLIGED TO SUBSCRIBE FOR SUCH SHARES AT THE PUBLIC OFFER PRICE
TO THE EXTENT THAT IT HAS NOT ACQUIRED SUCH NUMBER OF SHARES IN THE OPEN MARKET
AT BELOW THE PUBLIC OFFER PRICE BEFORE 28 DECEMBER 1998.

THE CONTENTS OF THIS ANNOUNCEMENT ARE BASED ON THE ASSUMPTION THAT THE LISTING
OF THE ISSUED SHARE CAPITAL OF SANLAM ON THE JSE HAS TAKEN EFFECT AND THE
ALLOCATIONS REFERRED TO ARE CONDITIONAL ON SUCH A LISTING OCCURRING.  THIS IS
DUE TO OCCUR WITH EFFECT FROM 9.30 AM ON 30 NOVEMBER 1998. A FURTHER PUBLIC
ANNOUNCEMENT WILL BE MADE TO CONFIRM THAT LISTING HAS OCCURRED.

THIS ANNOUNCEMENT DOES NOT FORM PART OF ANY OFFER TO BUY OR SUBSCRIBE FOR ANY
SECURITIES AND IS ISSUED MERELY FOR RECORD PURPOSES. STABILISATION / FSA.
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
THE SANLAM SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY
ARE REGISTERED OR EXEMPT FROM REGISTRATION.  THERE HAS NOT BEEN, AND WILL NOT
BE, A PUBLIC OFFERING OF THE SANLAM SHARES IN THE UNITED STATES.
APPENDIX
SANLAM SHARE OFFER ALLOCATIONS
POLICYHOLDERS' OFFER PRICE  540 CENTS PER SHARE
PUBLIC OFFER PRICE  600 CENTS PER SHARE

ALLOCATIONS OF SANLAM SHARES ISSUED UNDER THE POLICYHOLDERS' OFFER,

PREFERENTIAL RETAIL OFFER AND RETAIL OFFER HAVE BEEN MADE AS SET OUT BELOW:
AMOUNT     POLICYHOLDERS' OFFER  PREFERENTIAL RETAIL OFFER  RETAIL OFFER
VALIDLY    NUMBER OF SHARES      NUMBER OF SHARES           NUMBER OF SHARES
APPLIED    ALLOCATED AT 540      ALLOCATED AT 600 CENTS     ALLOCATED AT 600
FOR        CENTS PER SHARE       PER SHARE                  CENTS PER SHARE
R1 000     185                   166                        166

R2 000     370                   333                        333

R3 000     555                   500                        500

R4 000     740                   666                        666

R5 000     925                   833                        833

R6 000     1 111                 1 000                      1 000

R7 000     1 296                 1 166                      1 166

R8 000     1 481                 1 333                      1 333

R9 000     1 666                 1 500                      1 500

R10 000    1 851                 1 666                      1 666

R15 000    2 777                 2 500                      2 500

R20 000    3 703                 3 333                      3 333

R30 000    5 555                 5 000                      5 000

R40 000    7 407                 6 666                      5 416

R50 000    9 259                 8 333                      5 833

R60 000    11 111                10 000                     6 250

R70 000    12 962                11 666                     6 666

R80 000    14 814                13 333                     7 083

R90 000    16 666                15 000                     7 500

R100 000   18 518                16 666                     7 916
POLICYHOLDERS' OFFER
- ALL APPLICATIONS ALLOCATED IN FULL.
PREFERENTIAL RETAIL OFFER

- ALL APPLICATIONS UP TO R100 000 ALLOCATED IN FULL.

- ALL APPLICATIONS OF R110 000 AND OVER, ALLOCATED SHARES TO THE VALUE OF R100
000, PLUS SHARES TO THE VALUE OF 50 PERCENT OF THE EXCESS OVER R100 000 SUBJECT
TO A MAXIMUM ALLOCATION OF R4 MILLION.
RETAIL OFFER

- ALL APPLICATIONS UP TO R30 000 ALLOCATED IN FULL.

- ALL APPLICATIONS OF R40 000 AND OVER, ALLOCATED SHARES TO THE VALUE OF R30
000, PLUS SHARES TO THE VALUE OF 50 PERCENT OF THE EXCESS OVER R30 000 SUBJECT
TO A MAXIMUM ALLOCATION OF R1 MILLION.