Sanlam - Provisional Results Of The General Meeting And The Scheme Meeting

Sanlam - Provisional Results Of The General Meeting And The Scheme Meeting      
Sanlam Limited                                                                  
(Incorporated in the Republic of South Africa)                                  
Registration number 1959/001562/06                                              
JSE share code: SLM                                                             
ISIN: ZAE000028262                                                              
NSX share code: SLA                                                             
("Sanlam")                                                                      
PROVISIONAL RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING               
1. INTRODUCTION                                                                 
Sanlam shareholders are referred to the circular sent to shareholders dated 18  
August 2005 detailing, inter alia:                                              
-    a scheme of arrangement in terms of section 311 of the Companies Act, No.  
     61 of 1973, as amended ("the Act"), proposed by Sanlam between Sanlam and  
     its ordinary shareholders, other than the Sanlam Limited Share Incentive   
Trust, The Sanlam Demutualisation Trust, Ubuntu-Botho Investments          
     (Proprietary) Limited and Genbel Securities Limited, ("scheme              
     participants") for the purpose of repurchasing in terms of section 85 of   
     the Act, on a pro rata basis, 10% of the Sanlam ordinary shares held by    
scheme participants on the scheme consideration record date for the scheme 
     consideration of R12 per Sanlam share ("the scheme"). The scheme           
     consideration record date is expected to be Friday, 21 October 2005 should 
     the scheme be sanctioned by the High Court of South Africa (Cape of Good   
Hope Provincial Division) ("the Court") on Tuesday, 4 October 2005; and    
-    a conditional offer by Sanlam to all Sanlam ordinary shareholders holding  
     less than 300 Sanlam ordinary shares (after the implementation of the      
     scheme) on the offer record date, to repurchase in terms of section 85 of  
the Act, 100% of their remaining shares at R13.67 per Sanlam share ("the   
     offer"). The offer record date is expected to be Friday, 21 October 2005   
     should the scheme be sanctioned by the Court on Tuesday, 4 October 2005.   
2. PROVISIONAL RESULTS OF THE GENERAL MEETING                                   
At the general meeting of Sanlam shareholders held on Wednesday, 21 September   
2005, the one ordinary and two special resolutions proposed (relating to the    
repurchase of Sanlam shares in terms of the scheme and the offer) were          
provisionally passed, without modification, by a majority in number representing
87,9%, 84,7% and 87,3% respectively of the votes exercisable in terms of JSE    
regulations by Sanlam shareholders present and voting at the general meeting in 
person or by proxy.                                                             
3. PROVISIONAL RESULTS OF THE SCHEME MEETINGAt the scheme meeting held on       
Wednesday, 21 September 2005, a majority in number representing 84,0% of the    
votes exercisable by Sanlam shareholders present and voting at the scheme       
meeting in person or by proxy, provisionally approved, without modification, the
scheme.                                                                         
4. ADJOURNMENT OF MEETINGS                                                      
Given the size of the Sanlam share register and the importance of the           
resolutions proposed at the general and scheme meetings, the respective         
chairpersons elected to request Sanlam"s joint auditors, Ernst & Young and      
PricewaterhouseCoopers Inc., to verify the provisional results referred to      
above. The general and scheme meetings have accordingly been adjourned to       
Monday, 26 September 2005, at 10:00 (general meeting) and 10:30 (scheme meeting)
(or immediately after the general meeting if later) to be held at Sanlam"s Head 
Office in Bellville, at which adjourned meetings the definitive results will be 
announced, and thereafter released on SENS.                                     
5. APPLICATION TO COURT                                                         
Application will be made to the Court to sanction the scheme on Tuesday, 4      
October 2005 at 10:00 or as soon thereafter as Counsel may be heard. If the     
scheme is sanctioned by the Court, the only remaining condition precedent to    
which the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.                           
6. CHAIRPERSON"S REPORT                                                         
Copies of the Chairperson"s report on the scheme meeting are available to any   
shareholder on request, free of charge, from Tuesday, 27 September 2005 until   
Tuesday, 4 October 2005, during normal business hours, at the registered office 
of Sanlam, 2 Strand Road, Bellville and at the office of the attorneys, Jowell  
Glyn & Marais Inc. at Jowell Glyn & Marais House, 4th Floor, 72 Grayston Drive, 
Sandown.                                                                        
7. SALIENT DATES                                                                
Save for the postponement of the opening of the offer to Tuesday, 27 September  
2005, the salient dates and times, announced on Friday, 16 September 2005,      
remain unchanged.                                                               
Bellville                                                                       
21 September 2005                                                               
Financial advisor and transactional sponsor                                     
ABSA Corporate & Merchant Bank                                                  
Corporate Finance                                                               
ABSA Bank Limited                                                               
Reg No 1986/004794/06                                                           
Attorneys                                                                       
JOWELL GLYN & MARAIS                                                            
Date: 21/09/2005 05:40:13 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department