SANLAM LIMITED - Issue of Sanlam B Deferred Shares and reclassification of Deferred Shares to Sanlam Ordinary Shares

Issue of Sanlam ‘B’ Deferred Shares and reclassification of Deferred Shares to Sanlam Ordinary Shares

Sanlam Limited
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
NSX share code: SLA
ISIN number: ZAE000070660
(“Sanlam” or “the Group”)

Issue of Sanlam ‘B’ Deferred Shares and reclassification of Deferred Shares to Sanlam
Ordinary Shares

Shareholders are advised that in compliance with the terms of the transaction concluded
between Sanlam Limited (“Sanlam”) and Ubuntu-Botho Investments Proprietary Limited
(“Ubuntu-Botho”), as approved by Sanlam shareholders in general meeting on 1 April 2004
and as authorised by Sanlam shareholders by special resolution at the Sanlam Annual
General Meeting on 5 June 2013, Ubuntu-Botho subscribed for, and Sanlam issued
9 971 806 no par value Sanlam ‘B’ convertible participating deferred shares (“’B’ Deferred
Shares”) to Ubuntu-Botho on 20 March 2014 for a total subscription price of R99 718.06.
This is in addition to the 56 500 000 Sanlam ‘A’ convertible participating deferred shares
already held by Ubuntu-Botho (collectively the “Deferred Shares”).

According to the terms and conditions of the Deferred Shares, a value-add formula based
on new Sanlam Group business flows during the period from 1 January 2004 to 31
December 2013 was applied to determine the number of Deferred Shares that, in
accordance with their terms, qualify to be reclassified as Sanlam ordinary shares of 1 cent
each (“Sanlam Ordinary Shares”).

The final calculation in terms of the value-add formula applied for the period to
31 December 2013 was confirmed by Ernst & Young Inc., Sanlam’s external auditors. Sanlam
shareholders are advised that 66 471 806 Deferred Shares have accordingly been
reclassified as Sanlam Ordinary Shares on 20 March 2014. The JSE approved the listing of
the 66 471 806 Sanlam Ordinary Shares on 20 March 2014.

The number of issued Sanlam Ordinary Shares now amounts to 2 166 471 806.


Bellville
20 March 2014

Sponsor
Deutsche Securities (SA) Proprietary Limited

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