OLD MUTUAL PLC - Nedbank Group Limited - Old Mutual Plc Strategic Review and Withdrawal of Nedbank Group Cautionary

Nedbank Group Limited - Old Mutual Plc Strategic Review and Withdrawal of Nedbank Group Cautionary

       OLD MUTUAL PLC
       ISIN CODE: GB00B77J0862
       JSE SHARE CODE: OML
       NSX SHARE CODE: OLM
       ISSUER CODE: OLOMOL
       Old Mutual plc

       Ref 182/16
       11 March 2016

       NEDBANK GROUP LIMITED - OLD MUTUAL PLC STRATEGIC REVIEW AND WITHDRAWAL
       OF NEDBANK GROUP CAUTIONARY

       Nedbank Group Limited (“Nedbank Group”), the majority-owned South African banking subsidiary of
       Old Mutual plc, released a SENS announcement today regarding the Old Mutual plc Strategic Review
       and withdrawal of the Nedbank Group cautionary issued on 7 March 2016.

       The following is the full text of Nedbank Group's announcement:

       “OLD MUTUAL PLC STRATEGIC REVIEW AND WITHDRAWAL OF NEDBANK GROUP
       CAUTIONARY

       Nedbank Group shareholders are referred to the Nedbank Group announcement released on SENS
       on Monday, 7 March 2016 and to the announcement released on SENS today by Old Mutual plc (‘Old
       Mutual’) regarding Old Mutual’s new strategy to separate its underlying businesses and to unlock
       value for Old Mutual shareholders (the ‘Old Mutual Managed Separation’).

       Old Mutual has been engaging with the board of directors of Nedbank Group regarding its intention to
       carry out the Old Mutual Managed Separation. Old Mutual has decided that the long-term interests of
       Old Mutual shareholders and other stakeholders will be best served by Old Mutual separating its four
       businesses – Old Mutual Emerging Markets (‘OMEM’), Nedbank Group, Old Mutual Wealth (‘OMW’)
       and Old Mutual Asset Management (‘OMAM’) – from each other. Old Mutual expects that the Old
       Mutual Managed Separation will be materially completed by the end of 2018.

       Nedbank Group remains an independent entity listed on the Johannesburg Stock Exchange. At 31
       December 2015, Nedbank Group was 54.1% owned by Old Mutual Life Assurance Company (South
       Africa) Limited and associated South African companies in the Old Mutual group, which are in turn
       ultimately owned by Old Mutual.

       Nedbank Group is governed, managed and operated as a South African regulated banking entity
       within the Old Mutual group for the benefit of all Nedbank Group stakeholders. It is a well-capitalised
       South African bank with a strong balance sheet and a clear strategy to deliver ongoing returns to
       shareholders. The announcement of the Old Mutual Managed Separation will have no impact on the
       strategy or day to day management or operations of Nedbank Group or its staff or clients. On 2 March
       2016, Nedbank Group announced its audited results for the year ended 31 December 2015 (details
       available on Nedbank Group’s website at nedbankgroup.co.za) and highlights included growth of
       9,6% in headline earnings to R10,8 billion, a 9,0% increase in net asset value per share, a 11,3%
       common equity tier 1 ratio and a 7,7% increase in the full year dividend per share.

       Old Mutual and Nedbank Group recognise that their commercial relationship continues to be a source
       of value underpinning successful collaboration activities in both South Africa and the Rest of Africa. It
       is therefore intended that the strategic relationship between Nedbank Group and OMEM will continue
       following the Old Mutual Managed Separation. Old Mutual and Nedbank Group remain committed to
       achieving the previously announced 2017 pre-tax synergies target of R1 billion. However, it is agreed
       that Old Mutual’s majority shareholding in Nedbank Group is not necessary to achieve either party’s
       strategic objectives.

       In time, Old Mutual envisages reducing its interest in Nedbank Group to an appropriate strategic
       minority position to underpin the future commercial relationship. The exact mechanism to achieve
       any reduction in Old Mutual’s shareholding has yet to be finally determined. Old Mutual currently
       envisages reducing its shareholding in Nedbank Group primarily by way of a distribution of Nedbank
       Group shares to the shareholders of Old Mutual in an orderly manner and at an appropriate time in
       the context of the Old Mutual Managed Separation and does not intend to sell any part of its
       shareholding in Nedbank Group to a new strategic investor. It is currently intended that apart from the
       strategic minority shareholding in Nedbank Group to be held by Old Mutual, the remainder of the
       Nedbank Group shareholder base will be widely held by the time the Old Mutual Managed Separation
       has been completed.

       The boards of directors and management teams of Old Mutual and Nedbank Group are working
       closely together to determine the most effective method and appropriate timing to effect the Old
       Mutual Managed Separation, in a way that safeguards the stability and integrity of both Nedbank
       Group and the South African financial services sector, including determining the level of the strategic
       minority shareholding that Old Mutual will hold in Nedbank Group on an ongoing basis post the Old
       Mutual Managed Separation.

       The Nedbank Group cautionary announcement dated 7 March 2016 is hereby withdrawn. Nedbank
       Group shareholders will be kept appropriately informed of further developments.

       Sandton
       11 March 2016”


       Enquiries
       External communications
       Patrick Bowes                          UK    +44 20 7002 7440
       Investor relations
       Dominic Lagan                          UK    +44 20 7002 7190
       Sizwe Ndlovu                           SA    +27 11 217 1163

       Media
       William Baldwin-Charles                      +44 20 7002 7133
                                                    +44 7834 524833


       Notes to Editors

       Old Mutual provides investment, savings, insurance and banking services to 18.9 million customers in Africa, the
       Americas, Asia and Europe. Originating in South Africa in 1845, Old Mutual has been listed on the London and
       Johannesburg Stock Exchanges, among others, since 1999.

       In the year ended 31 December 2015, the Group reported adjusted operating profit before tax of £1.7 billion (on
       an AOP basis) and had £304 billion of funds under management from core operations (excluding Rogge).

       For further information on Old Mutual plc, please visit the corporate website at www.oldmutual.com

       Sponsor:
       Merrill Lynch South Africa (Pty) Ltd

       Joint Sponsor:
       Nedbank Capital


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