Old Mutual Limited
Incorporated in the Republic of South Africa
Registration number: 2017/235138/06
JSE alpha code: OMLI
("Old Mutual" or "Company")

13 July 2022

DISTRIBUTION OF CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING, RELATING TO OLD MUTUAL’S
PROPOSED BULA TSELA BROAD-BASED BLACK ECONOMIC EMPOWERMENT (“B-BBEE”) OWNERSHIP
TRANSACTION

OLD MUTUAL BULA TSELA TRANSACTION
Debtholders are referred to the announcement dated 20 April 2022 (“Transaction Announcement”) which
advised debtholders and shareholders that the Company is entering into a transformative B-BBEE ownership
transaction named Old Mutual Bula Tsela, seSotho for “open or pave the way” (“Transaction”).
As stated in the Transaction Announcement, the Transaction entails, inter alia and subject to the fulfilment or
waiver of certain conditions precedent, the issue of 205 326 842 new Old Mutual ordinary shares (“Old Mutual
Shares”) for cash. Once issued, these Old Mutual Shares will constitute approximately 4.2% of the enlarged
issued share capital of the Company, held as follows:
-     employee share ownership trusts will hold, in total, approximately 1.6% of Old Mutual’s issued share
      capital for the benefit of employees of the Old Mutual group (“ESOP Scheme”), in addition to Old Mutual
      Shares they currently hold for other Old Mutual group employee plans. The subscription price of these
      shares will be funded from contributions by employer companies within the Old Mutual group,
      constituting financial assistance as contemplated in the Companies Act, 2008 (“Companies Act”);

-     a Community trust will hold approximately 1.3% of Old Mutual’s issued share capital, for the benefit of
      various qualifying Black community beneficiaries. The subscription price of these shares will be funded
      by way of financial assistance from Old Mutual in the form of a cash contribution; and

-     Black members of the public and Black-owned entities (collectively, “Qualifying Retail Scheme Persons”)
      will be invited, via a prospectus, to apply for ordinary shares (“RetailCo Shares”) in a special purpose
      vehicle (“RetailCo”), which, in turn, will hold approximately 1.3% of the issued Old Mutual Shares. It is
      anticipated that the RetailCo Shares will be listed on a recognised -B-BBEE exchange by the 5th
      anniversary of the date of issue of the Old Mutual Shares. The subscription price of the Old Mutual
      Shares will be partly funded by way of financial assistance from Old Mutual in the form of a cash
      contribution and preference share funding. If any of the RetailCo Shares are not taken up by Qualifying
      Retail Scheme Persons, these might be held in a warehousing trust (“Warehousing Trust”) pending their
      sale to Black persons and Black-owned entities. The Warehousing Trust might also house, inter alia, the
      RetailCo Shares allocated to Qualifying Retail Scheme Persons under an extended payment terms
      arrangement, the RetailCo Shares currently held by Old Mutual and RetailCo Shares forfeited in limited
      circumstances such as death, default and certain insolvency events. Old Mutual will provide financial
      assistance as contemplated in the Companies Act, in the form of a loan facility, available to the
      Warehousing Trust to fund these subscriptions for, and purchases of, RetailCo shares.


CIRCULAR AND NOTICE OF GENERAL MEETING
Debtholders are advised that the Company has today distributed a circular to shareholders relating to the
Transaction, containing a notice of a general meeting of shareholders, (“Circular”) to be held by electronic
participation only, at 10:00 (South African Standard Time) on Friday 12 August 2022 (“General Meeting”).
The Company has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to remotely host
the General Meeting on an interactive electronic platform, in order to facilitate remote participation and voting
by shareholders. In order to participate electronically in, and/or vote electronically at, the General Meeting,
shareholders are required to contact TMS at proxy@tmsmeetings.co.za or alternatively contact it on +27 11
520 7950/1/2 as soon as possible, but in any event no later than 10:00 (South African Standard Time) on Friday,
5 August 2022. TMS will assist shareholders with the requirements for electronic participation in, and/or
electronic voting at, the General Meeting.

The Circular will be available on the Company’s website (https://www.oldmutual.com/investor-
relations/news). Until the date of the General Meeting, copies of the Circular can be obtained by emailing
meetingservices@jseinvestorservices.co.za, or during normal business hours from the Company’s registered
office, Mutualpark, Jan Smuts Drive, Pinelands, Cape Town, Western Cape, 7405, South Africa or from the
offices of the Company’s sponsor, Merrill Lynch South Africa (Pty) Limited t/a BofA Securities, 3rd Floor, The
Place 1 Sandton Drive Sandton, 2196, South Africa.

As stated in the Transaction Announcement, the Transaction remains subject to the receipt of approval from
the South African Reserve Bank Prudential Authority.


Sandton
13 July 2022


Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited


Enquiries
Investor Relations
Sizwe Ndlovu                                     T: +27 (0)11 217 1163
Head of Investor Relations                       E: tndlovu6@oldmutual.com


Communications
Vuyo Mtawa                                       M: +27 68 422 8125
Head: Group Communications                       E: VMtawa@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 market segments in 14 countries. Old Mutual's primary operations
are in South Africa and the Rest of Africa, and it has a niche business in Asia. With over 177 years of heritage
across sub-Saharan Africa, Old Mutual is a crucial part of the communities they serve and the broader society
on the continent.
For further information on Old Mutual and its underlying businesses, please visit the corporate website at
www.oldmutual.com.