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Sanlam Limited - Financial Effects and Withdrawal of Cautionary Announcement

Release Date: 04/03/2004 11:00
Code(s): SLM
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Sanlam Limited - Financial Effects and Withdrawal of Cautionary Announcement Sanlam Limited (Incorporated in the Republic of South Africa) (Registration number 1959/001562/06) (Share code: SLM) (ISIN code: ZAE000028262) ("Sanlam") Ubuntu-Botho Investments (Proprietary) Limited (Registration number: 2004/002569/07) Financial Effects and Withdrawal of Cautionary Announcement 1. INTRODUCTION Shareholders of Sanlam are referred to the signing of the transaction agreements and further cautionary announcement dated 16 February 2004, regarding a proposed empowerment transaction that will result in Ubuntu-Botho Investments (Proprietary) Limited ("Ubuntu-Botho") acquiring an initial effective 10%, which may increase to a maximum of 12%, of the issued share capital of Sanlam ("the transaction"). 2. FINANCIAL EFFECTS The table below sets out the unaudited pro forma financial effects of the transaction for a Sanlam ordinary shareholder. The unaudited pro forma financial effects are presented for illustrative purposes only and because of their nature may not be a fair reflection of Sanlam"s financial position after the transaction, nor of Sanlam"s future earnings. The directors of Sanlam are responsible for the preparation of the unaudited pro forma financial information. The unaudited pro forma financial effects are based on the audited published annual financial results of Sanlam for the year ended 31 December 2003: Audited Adjustments Pro forma Change
before the after the (%) transaction transaction Headline earnings per 90.1 (2.9) 87.2 (3.2) ordinary share (cents) Attributable earnings per ordinary share (cents) excluding once-off effect of 72.1 (1.8) 70.3 (2.5) donation to Development Trust including once-off effect of 72.1 (12.6) 59.5 (17.5) donation to Development Trust Diluted headline earnings per ordinary share (cents) 89.2 (2.8) 86.4 (3.1) Diluted attributable earnings per ordinary share (cents) excluding once-off effect of 71.5 (1.8) 69.7 (2.5) donation to Development Trust including once-off effect of 71.5 (12.5) 59.0 (17.5) donation to Development Trust Weighted average number of ordinary shares (million) 2 610 174 2 784 6.7 Diluted weighted average 2 634 174 2 808 6.6 number of ordinary shares (million) Net asset value per ordinary 838.9 (21.0) 817.9 (2.5) share (cents) Net tangible asset value per 757.2 (15.8) 741.4 (2.1) ordinary share (cents) Embedded value per ordinary 1 147.4 (40.4) 1 107.0 (3.5) share (cents) Number of ordinary shares in 2 585 174 2 759 6.7 issue at 31 December 2003 (million) 3. RECOMMENDATION OF THE BOARD The Board advises that shareholders give due regard to the long term nature of the transaction and recommends that shareholders vote for its implementation as it is of the view that the transaction will be value accretive to all shareholders in the longer term. 4. CIRCULAR TO SANLAM SHAREHOLDERS Shareholders are advised to review this financial effects announcement in conjunction with the circular to shareholders, which sets out full details of the transaction. The circular will be posted to Sanlam ordinary shareholders from 8 March 2004 and will also be available from 4 March 2004 on Sanlam"s website - www.sanlam.co.za. 5. SUSPENSIVE CONDITIONS Shareholders are advised that the implementation of the transaction remains subject to the receipt of the requisite regulatory and shareholder approvals and the finalisation of the Ubuntu-Botho funding arrangements. 6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders of Sanlam are no longer required to exercise caution in dealings in their Sanlam securities with respect thereto. Cape Town 4 March 2004 Financial adviser and transactional sponsor to Sanlam Limited: Deutsche Securities Attorneys to Sanlam Limited: Jowell Glyn & Marais Reporting Accountants to Sanlam Limited: PriceWaterhouseCoopers Inc. & Ernst & Young Independent advisors to Sanlam Limited: RAND MERCHANT BANK (A division of FirstRand Bank Limited) CORPORATE FINANCE Financial adviser to Ubuntu-Botho Investments Limited: JP Morgan Attorneys to Ubuntu-Botho Investments Limited: Bowman Gilfillan Attorneys to the Sanlam Demutualisation Trust Jan S. de Villiers Date: 04/03/2004 11:00:04 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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