Notice to Shareholders in terms of Section 45 of the Companies Act Old Mutual Limited Incorporated in the Republic of South Africa Registration number: 2017/235138/06 ISIN: ZAE000255360 LEI: 213800MON84ZWWPQCN47 JSE Share Code: OMU MSE Share Code: OMU NSX Share Code: OMM ZSE Share Code: OMU ("Old Mutual" or “the Company”) Ref 28/19 5 June 2019 NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45 OF THE COMPANIES ACT NO 71 OF 2008 (“ACT”) Shareholders of the Company are referred to the announcement released on the Stock Exchange News Service this afternoon, 5 June 2019, under the Old Mutual Life Assurance Company (South Africa) Limited (“OMLACSA”) code, OLDM advising that OMLACSA has amended and updated its ZAR10 000 000 000 Unsecured Subordinated Note Programme, and that this updated programme now includes a guarantee from Old Mutual Limited. Furthermore, shareholders are referred to the special resolution tabled and approved at the Annual General Meeting held on 6 March 2018 and renewed on 24 May 2019, authorising directors to provide financial assistance to or for the benefit of any company or corporation which is related or inter-related to the company or any employee, director, prescribed officer or other person or trust established for their benefit, in terms of any share incentive scheme described in the Company’s integrated report. In terms of section 45(2) of the Act, the board has authorised the Company to provide loan facilities and/or guarantees (the “Facilities”), in the normal course of business, to subsidiaries of Old Mutual and financial assistance to employees, directors, prescribed officers or trust established for their benefit, in terms of any share incentive schemes described in the company’s integrated report. The board has satisfied itself that the terms of the Facilities are fair and reasonable and that the Company would satisfy the solvency and liquidity test after extending such financial assistance, in terms of section 4 of the Act. Shareholders are advised that the total facility value, if utilised, will exceed 1/10th of 1% of the Company’s net worth as at the date of the last board meeting, being 23 May 2019. Sandton Sponsors Johannesburg Stock Merrill Lynch South Africa (Pty) Limited Exchange Namibia PSG Wealth Management (Namibia) (Proprietary) Limited Zimbabwe Imara Capital Zimbabwe plc Malawi Stockbrokers Malawi Limited Enquiries Investor Relations Sizwe Ndlovu T: +27 (0)11 217 1163 Head of Investor Relations E: tndlovu6@oldmutual.com Communications Tabby Tsengiwe T: +27 (11) 217 1953 Head of Communications M: +27 (0)60 547 4947 E: ttsengiwe@oldmutual.com Notes to Editors About Old Mutual Limited Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions to retail and corporate customers across key markets segments in 14 countries. Old Mutual's primary operations are in South Africa and the rest of Africa, and it has niche business in Asia. With over 170 years of heritage across sub-Saharan Africa, we are a crucial part of the communities we serve and broader society on the continent. For further information on Old Mutual, and its underlying businesses, please visit the corporate website at www.oldmutual.com. Date: 05/06/2019 05:31:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.