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Sanlam - Sanctioning of the scheme of arrangement and voluntary offer becoming unconditional 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" or "the Company") SANCTIONING OF THE SCHEME OF ARRANGEMENT AND VOLUNTARY OFFER BECOMING UNCONDITIONAL 1. Introduction Further to the announcements dated 21 September 2005 and 26 September 2005 relating to the repurchase of shares from Sanlam shareholders, Sanlam shareholders are advised that the 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 ordinary share ("the scheme") was sanctioned by the High Court of South Africa (Cape of Good Hope Provincial Division) on Tuesday, 4 October 2005. 2. Fulfilment of the conditions On registration of the Order of Court by the Registrar of Companies, which registration is expected to take place on Wednesday, 5 October 2005, the last condition to which the scheme and the voluntary offer to Sanlam ordinary shareholders holding less than 300 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 ordinary share ("the voluntary offer"), is subject, will have been fulfilled. 3. Remaining salient dates The salient dates and times, announced on 26 September 2005, remain unchanged. The closing date of the voluntary offer is at 12:00 on Friday, 21 October 2005 and the operative date of the scheme is expected to be Monday, 24 October 2005. Sanlam will endeavour to effect payment as soon as possible after the operative date, but by no later than Monday, 31 October 2005. Bellville 4 October 2005 Financial adviser and transactional sponsor ABSA Corporate & Merchant Bank Corporate Finance ABSA Bank Limited Reg No 1986/004794/06 Attorneys Jowell Glyn & Marais Date: 04/10/2005 04:40:13 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
