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African Life / Sanlam / Momentum - Additional Payment Relating To The Disposal Of African Life Health (Proprietary) Limited ("ALH") To Momentum AFRICAN LIFE ASSURANCE COMPANY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1911/003818/06) JSE code: AFI ISIN: ZAE000000246 ("African Life") SANLAM LIMITED (Incorporated in the Republic of South Africa) (Registration number 1959/001562/06) JSE code: SLM NSX code: SLA ISIN: ZAE000070660 ("Sanlam") MOMENTUM GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1904/002186/06) ("Momentum") ADDITIONAL PAYMENT RELATING TO THE DISPOSAL OF AFRICAN LIFE HEALTH (PROPRIETARY) LIMITED ("ALH") TO MOMENTUM 1. INTRODUCTION Shareholders are referred to the various announcements released on SENS and the circular to African Life shareholders dated 7 September 2005 relating to: - a scheme of arrangement in terms of section 311 of the Companies Act, No. 61 of 1973, as amended, proposed by Sanlam between African Life and the African Life ordinary shareholders, other than Sanlam (in respect of African Life ordinary shares held by the Sanlam Group Companies in shareholders" funds), the African Life Employee Shareholders Scheme Trust and African Life Investments (Proprietary) Limited (the "scheme"); and - the disposal by African Life of ALH to Momentum (the "ALH disposal"). 2. THE ALH DISPOSAL AND THE ALH ADDITIONAL DISPOSAL PAYMENT On 2 February 2006 the Competition Appeals Court approved the ALH disposal unconditionally. All the suspensive conditions relating to the ALH disposal have therefore been fulfilled and the ALH disposal has become unconditional. In addition to the base offer consideration which was paid on 12 December 2005, scheme participants will receive payment of R0.45 per African Life ordinary share (the "ALH additional disposal payment") on the basis set out in paragraph 3 below. 3. SALIENT DATES RELATING TO THE ALH ADDITIONAL DISPOSAL PAYMENT Payment of the ALH additional disposal payment will be made to scheme participants who were recorded in the register of African Life on 9 December 2005, as follows: Date on which the ALH additional disposal payment will be transferred or posted, as the case may be, to certificated scheme participants (if documents of title have been surrendered) on Thursday, 16 February 2006 Date on which dematerialised scheme participants will have their accounts held at their CSDP or broker credited with the ALH additional disposal payment on Thursday, 16 February 2006 4. TERMINATION OF LISTING The listing of the African Life ordinary shares on the JSE Limited will be terminated at commencement of trade on Friday, 17 February 2006. Johannesburg 3 February 2006 Corporate advisor to African Life Metier Sponsor to African Life Merrill Lynch South Africa (Pty) Ltd Independent advisor to African Life KPMG Corporate and Competition law advisor to African Life Edward Nathan Corporate Law Advisers Reporting accountants to African Life PricewaterhouseCoopers Inc Chartered Accountants (SA) Attorneys to African Life KNOWLES HUSAIN LINDSAY INC ATTORNEYS Corporate advisor and transactional sponsor to Sanlam ABSA Corporate & Merchant Bank Attorneys to Sanlam JOWELL GLYN & MARAIS Merchant bank to Momentum RAND MERCHANT BANK A division of FirstRand Bank Limited Attorneys to Momentum Hofmeyr Herbstein & Gihwala Inc. Date: 03/02/2006 05:28:41 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
