SANTAM/SANLAM - SALIENT TERMS OF THE VENDOR PLACING OFFER

SANTAM LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 04/01680/06)
("SANTAM" OR THE "COMPANY")
SANLAM LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 59/01562/06)
("SANLAM")
SALIENT TERMS OF THE VENDOR PLACING OFFER
INTRODUCTION

SHAREHOLDERS OF SANTAM ("SANTAM SHAREHOLDERS") ARE REFERRED TO THE ANNOUNCEMENT
WHICH APPEARED OVER SENS ON TUESDAY, 11 JANUARY 2000 AND IN THE PRESS ON
WEDNESDAY, 12 JANUARY 2000 REGARDING A CONDITIONAL OFFER TO BE MADE BY SANTAM
FOR THE ENTIRE ISSUED SHARE CAPITAL OF GUARDIAN NATIONAL INSURANCE COMPANY
LIMITED (THE "GNI OFFER").

IT IS INTENDED TO FUND A PORTION OF THE CONSIDERATION PAYABLE UNDER THE GNI
OFFER BY MEANS OF A VENDOR CONSIDERATION PLACING OF 37 037 037 FULLY-PAID
ORDINARY SANTAM SHARES, FULLY UNDERWRITTEN BY SANLAM. SANLAM, THROUGH SANTAM,
ITS AGENT FOR THIS PURPOSE, WILL OFFER THE RIGHTS TO THE NEW SANTAM SHARES,
OTHER THAN THOSE TAKEN UP BY SANLAM AND ITS UNLISTED SUBSIDIARIES (THE "SANLAM
GROUP") AS SHAREHOLDERS, TO ALL SANTAM SHAREHOLDERS REGISTERED AS SUCH ON THE
RECORD DATE, FRIDAY, 18 FEBRUARY 2000, OTHER THAN THE SANLAM GROUP (THE "VENDOR
PLACING OFFER"). AN ANNOUNCEMENT REGARDING THE LAST DATE TO REGISTER FOR THE
VENDOR PLACING OFFER APPEARED ON SENS AND IN THE PRESS ON FRIDAY, 14 JANUARY
2000.
TERMS OF THE VENDOR PLACING OFFER
IN TERMS OF THE VENDOR PLACING OFFER:

* ALL SANTAM SHAREHOLDERS, OTHER THAN THE SANLAM GROUP, WILL BE OFFERED THE
RIGHTS TO FULLY-PAID SHARES IN SANTAM (THE "NEW SANTAM SHARES") IN THE RATIO OF
50.925137 SANTAM SHARES FOR EVERY 100 SANTAM SHARES HELD ON THE RECORD DATE,
THE RESULTING AGGREGATE NUMBER OF RIGHTS TO THE NEW SANTAM SHARES BEING ROUNDED
DOWN TO THE NEAREST WHOLE RIGHT TO A NEW SANTAM SHARE, IN CONSIDERATION FOR THE
PAYMENT, IN CASH, OF R27.00 PER RIGHT TO EACH NEW SANTAM SHARE ACQUIRED;
* THE VENDOR PLACING OFFER WILL OPEN AT 09:00 ON TUESDAY, 25 JANUARY 2000 AND
WILL CLOSE AT 14:30 ON FRIDAY, 18 FEBRUARY 2000. THE CLOSING DATE AND TIME FOR
ACCEPTANCES WILL BE NOT LATER THAN 14:30 ON FRIDAY, 18 FEBRUARY 2000;

* THE VENDOR PLACING OFFER IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING
CONDITION PRECEDENT, NAMELY THAT THE GNI OFFER BECOMES UNCONDITIONAL ON OR
BEFORE 30 JUNE 2000, OR SUCH LATER DATE AS MAY BE AGREED BY SANTAM, AXA S.A.,
GRE SOUTH AFRICA HOLDINGS (PROPRIETARY) LIMITED AND LIBERTY LIFE ASSOCIATION OF
AFRICA LIMITED (THE "RELEVANT PARTIES"), SUBJECT TO SANLAM'S CONSENT;

* IF THE ABOVE CONDITION IS NOT FULFILLED ON OR BEFORE 30 JUNE 2000, OR SUCH
LATER DATE AS MAY BE AGREED TO BY THE RELEVANT PARTIES, SUBJECT TO SANLAM'S
CONSENT, THE VENDOR PLACING OFFER WILL IPSO FACTO LAPSE AND ANY MONIES RECEIVED
PURSUANT TO THE ACCEPTANCE OF THE VENDOR PLACING OFFER WILL BE RETURNED TO
SANTAM SHAREHOLDERS, TOGETHER WITH INTEREST EARNED THEREON, NET OF COSTS;
* THE NEW SANTAM SHARES WILL, ON ISSUE, RANK PARI PASSU WITH THE EXISTING
SANTAM SHARES, SAVE THAT THEY WILL NOT RANK FOR ANY DIVIDEND TO BE DECLARED OR
PAID BY SANTAM IN RESPECT OF THE YEAR ENDED 31 DECEMBER 1999; AND

* THE VENDOR PLACING OFFER IS NOT AN OFFER TO THE PUBLIC AND THE RIGHTS TO THE
NEW SANTAM SHARES OFFERED IN TERMS OF THE VENDOR PLACING OFFER MAY NOT BE
RENOUNCED.

SALIENT DATES AND TIMES OF THE VENDOR PLACING OFFER

                                                      2000

RECORD DATE BEING 16:00 ON                            FRIDAY, 21 JANUARY
THE VENDOR PLACING OFFER OPENS AT 09:00 ON            TUESDAY, 25 JANUARY
LAST DAY TO LODGE FORMS OF PROXY FOR SANTAM

GENERAL MEETING BY 09:30 ON                           MONDAY, 7 FEBRUARY
GENERAL MEETING OF SANTAM SHAREHOLDERS AT 09:30 ON    WEDNESDAY, 9 FEBRUARY
THE VENDOR PLACING OFFER CLOSES AT 14:30 ON           FRIDAY, 18 FEBRUARY
NEW SANTAM SHARES ISSUED UNDER THE VENDOR

PLACING OFFER                                  WITHIN SEVEN DAYS OF THE
                                               DATE UPON WHICH THE

                                               GNI OFFER IS DECLARED

                                               UNCONDITIONAL
DOCUMENTATION

A CIRCULAR REFLECTING FULL DETAILS OF THE GNI OFFER AND THE VENDOR PLACING
OFFER AND CONVENING A GENERAL MEETING OF SANTAM SHAREHOLDERS TO BE HELD AT
09:30 ON WEDNESDAY, 9 FEBRUARY 2000, WILL BE DESPATCHED TO SANTAM SHAREHOLDERS
ON OR ABOUT TUESDAY, 25 JANUARY 2000.
BELLVILLE
24 JANUARY 2000
FINANCIAL ADVISER TO SANTAM
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
ATTORNEYS TO SANTAM
JAN S. DE VILLIERS & SON
UNDERWRITER TO THE GNI OFFER
SANLAM LIMITED
(REGISTRATION NUMBER 59/01562/06)
ATTORNEYS TO SANLAM
JOWELL GLYN & MARAIS INC.
(REGISTRATION NUMBER 90/00849/21)
SPONSORING BROKER TO SANTAM
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REPORTING ACCOUNTANTS TO SANTAM
PRICEWATERHOUSECOOPERS INC.
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS & AUDITORS
(REGISTRATION NO. 98/12055/21)