Request for Consent by Noteholders MMI Group Limited (Incorporated in the Republic of South Africa) (Registration No. 1904/002186/06) Company code: MMIG REQUEST FOR CONSENT BY NOTEHOLDERS 1. This notice of request for consent (this Consent Request) has been delivered by the Issuer to each holder of Notes (the Noteholders) issued under: 1.1 the MMI Group Limited (formerly Momentum Group Limited) ZAR1,000,000,000 Unsecured Subordinated Callable Note Programme (the Momentum Programme) established pursuant to a programme memorandum dated 20 April 2006 (the Momentum Programme Memorandum) in accordance with Condition 17 (Notices) of the section headed “Terms and Conditions of the Notes” in the Momentum Programme Memorandum (the Momentum Terms and Conditions); and 1.2 the MMI Group Limited ZAR500,000,000 Unsecured Subordinated Callable Note Programme (previously established by Metropolitan Life Limited prior to the transfer of its business to MMI Group Limited pursuant to a court order dated 20 April 2013) (the Metropolitan Programme) established pursuant to a programme memorandum dated 13 December 2006 (the Metropolitan Programme Memorandum) and Condition 17 (Notices) of the section headed “Terms and Conditions of the Notes” in the Metropolitan Programme Memorandum (the Metropolitan Terms and Conditions), for purposes of obtaining the Momentum and Metropolitan Noteholders’ written consent to amend and restate the Momentum Terms and Conditions and consolidate these with the Metropolitan Terms and Conditions as required in terms of Condition 18 (Amendment of these Conditions) of the Momentum Terms and Conditions and Condition 18 (Amendment of these Terms and Conditions) of the Metropolitan Terms and Conditions to form a new MMI Group Limited programme (the MMI Programme). 2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Momentum Terms and Conditions and/or the Metropolitan Terms and Conditions where the context requires. 3. The MMI Group Limited (the Issuer) seeks the Noteholders’ consent in accordance with Condition 18.3 (Amendment of these Conditions) of the Momentum Terms and Conditions and Condition 18.3 (Amendment of these Terms and Conditions) of the Metropolitan Terms and Conditions, respectively to: 3.1 amend and restate the Momentum Programme Memorandum and consolidate this with the Metropolitan Programme Memorandum including amending and restating the Momentum Terms and Conditions to form the MMI Programme; 3.2 amend and restate the Applicable Pricing Supplement relating to the issue of ZAR1,000,000,000 Unsecured Subordinated Callable Notes due 15 September 2020 (MGL01) on 25 April 2006 by MMI Group Limited (formerly Momentum Group Limited) (the Momentum Applicable Pricing Supplement); and 3.3 amend and restate the Applicable Pricing Supplement relating to the issue of ZAR500,000,000 Unsecured Subordinated Callable Notes due 15 December 2019 (MET01) on 15 December 2006 by Metropolitan Life Limited (the Metropolitan Applicable Pricing Supplement), 4. The draft amended and restated programme memorandum in relation to the MMI Programme is available on the Issuer’s website at http://www.mmiholdings.com. The amended Terms and Conditions incorporating the proposed amendments as contemplated in this Consent Request have been incorporated into the section headed “Terms and Conditions of the Notes” of the MMI Amended and Restated Programme Memorandum; 5. The changes marked against the Momentum Terms and Conditions available on the Issuer’s website at http://www.mmiholdings.com. 6. The changes marked against the Metropolitan Terms and Conditions are available on the Issuer’s website at http://www.mmiholdings.com. 7. The consequential changes to the Momentum Applicable Pricing Supplement are marked and the document is also available on the Issuer’s website at http://www.mmiholdings.com. 8. The consequential changes to the Metropolitan Applicable Pricing Supplement are marked and the document is available on the Issuer’s website at http://www.mmiholdings.com. 9. This Notice has been delivered to Strate in accordance with Condition 18 (Amendment of these Conditions) of the Momentum Terms and Conditions and Condition 18 (Amendment of these Terms and Conditions) of the Metropolitan Terms and Conditions as read with Condition 17 (Notices) of the Momentum Terms and Conditions and Condition 17 (Notices) of the Metropolitan Terms and Conditions. 10 December 2013 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 10/12/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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