Sanlam - Results Of General Meeting To Effect An Empowerment Transaction; And

Sanlam - Results Of General Meeting To Effect An Empowerment Transaction; And   
Specific Issue Of Shares For Cash                                               
Sanlam Limited                                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1959/001562/06)                                            
Share code : SLM                                                                
ISIN : ZAE000028262                                                             
("Sanlam" or "the Company")                                                     
Ubuntu-Botho Investments                                                        
(Proprietary) Limited                                                           
(Registration number 2004/002569/07)                                            
RESULTS OF GENERAL MEETING TO EFFECT AN EMPOWERMENT TRANSACTION; AND            
SPECIFIC ISSUE OF SHARES FOR CASH                                               
1.   INTRODUCTION                                                               
Shareholders of Sanlam are referred to the Sanlam announcements dated 4 December
2003, 15 January 2004, 16 February 2004 and 4 March 2004 and the circular to    
Sanlam shareholders dated 4 March 2004 regarding an empowerment transaction that
would 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.   RESULTS OF GENERAL MEETING                                                 
At a general meeting of Sanlam shareholders held at 15:00 on Thursday, 1 April  
2004, the ordinary and special resolutions tabled at the meeting to give effect 
to the transaction, were approved by the requisite majorities.                  
The special resolutions have been lodged with the Registrar of Companies for    
registration.                                                                   
3.   SPECIFIC ISSUE OF SHARES FOR CASH                                          
Shareholders are advised that, as part of the transaction Sanlam will allot and 
issue:                                                                          
     3.1  to Ubuntu-Botho, 113 000 000 Sanlam ordinary shares with a par value  
of R0.01 each for a subscription price of R7.65 per share, comprising a total   
consideration of R864.45 million, which will be settled by the allotment and    
issue of 45 751 634 Ubuntu-Botho `C" preference shares at a price of R7.65 per  
share, and a payment in cash in the amount of R514.45 million on the closing of 
the transaction;                                                                
3.2  to Ubuntu-Botho, 4 500 000 Sanlam ordinary shares with a par value of 
R0.01 each for R7.65 per share held by Sanlam Life Insurance Limited ("Sanlam   
Life") as treasury shares for cash, comprising of a total consideration of      
R34.425 million;                                                                
3.3  to Ubuntu-Botho, or, at the election of the board of directors of     
Sanlam, to the Development Trust, 56 500 000 Sanlam ordinary shares with a par  
value of R0.01 each held by Sanlam Life as treasury shares. On full             
implementation of this part of the transaction the 56 500 000 Sanlam ordinary   
shares will be owned by Ubuntu-Botho and the Development Trust will own 20% in  
Ubuntu-Botho;                                                                   
     3.4  to Ubuntu-Botho, 56 500 000  Sanlam A" convertible participating      
deferred shares with a par value of R0.01 each at par value;                    
3.5  to Ubuntu-Botho, 56 500 000 Sanlam "B" convertible participating      
deferred shares with a par value of R0.01 each in the Company at par value, and 
     3.6  to the Demutualisation Trust, a non-public shareholder, 52 000 000    
Sanlam `A" convertible redeemable non-participating preference shares with a par
value of R0.01 each.                                                            
The agreed price per Sanlam ordinary share of R7.65 is the volume weighted      
average traded price for Sanlam ordinary shares for the 60-day period           
immediately before signing of a Memorandum of Understanding with Mr. Patrice    
Motsepe, being 21 October 2003.                                                 
4.   LISTING OF NEW SANLAM SHARES                                               
The JSE Securities Exchange, South Africa has approved the listing of 113.0     
million new Sanlam ordinary, to be allotted and issued to Ubuntu-Botho. These   
shares will be listed from the commencement of business on Tuesday 13 April     
2004.                                                                           
5.   FINANCIAL EFFECTS                                                          
Shareholders are referred to the pro forma financial effects of the transaction 
published on SENS on 4 March 2004 and in the Sanlam circular to shareholders    
posted on 8 March 2004.                                                         
Cape Town                                                                       
2 April 2004                                                                    
Financial adviser and  Attorneys to Sanlam     Reporting accountants            
transactional sponsor  Limited                 to Sanlam Limited                
to Sanlam Limited                                                               
Deutsche Securities    Jowell Glyn & Marais    PricewaterhouseCoopers           
Ernst & Young                    

Independent adviser to Attorneys to the                                         
Sanlam Limited         Sanlam Demutualisation                                   
Rand Merchant Bank     Trust                                                    
Jan S. De Villiers                                       

Financial adviser to   Attorneys to Ubuntu-                                     
Ubuntu-Botho           Botho Investments                                        
Investments            (Proprietary) Limited                                    
(Proprietary) Limited  Bowman Gilfillan                                         
JPMorgan                                                                        
Date: 02/04/2004 07:01:09 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department