Santam Limited
Incorporated in the Republic of South Africa
Registration number 1918/001680/06
ISIN: ZAE000093779
JSE share code: SNT
NSX share code: SNM
A2X share code: SNT
Debt company code: BISAN
("Santam")

AFRICAN TARGET SHARE REDEMPTION, AND ANNOUNCEMENT REGARDING A SMALL
RELATED PARTY TRANSACTION BETWEEN SANTAM AND SEM

1. Introduction and rationale

Shareholders and noteholders are referred to the announcement released
on the Stock Exchange News Service (“SENS”) of the JSE Limited (the
“JSE”) on 4 May 2022, in which Santam announced the disposal of its
10% interest in SAN JV RF Proprietary Limited (“SAN JV”) to Allianz
Europe BV.

In addition to its interest in SAN JV, Santam holds economic
participation rights in the general insurance businesses of Sanlam
Emerging Markets Proprietary Limited (“SEM”) in Africa, via target
shares in the issued share capital of SEM (the “African Target
Shares”).

Shareholders and noteholders are also referred to the announcement
released by Sanlam Limited (“Sanlam”) on 4 May 2022 in which it
informed its shareholders that it, Allianz SE and certain of their
affiliates have entered into definitive agreements in respect of a
long-term strategic joint venture (the “JV”) arrangement regarding
their operations on the African continent, outside of South Africa.
The JV will incorporate Sanlam and Allianz SE’s respective African
businesses (excluding South Africa), that will include the African
general insurance businesses of SEM.

Following these announcements, SEM has redeemed the African Target
Shares, effective 14 December 2022 (the “Redemption Date”) (the
“African Target Share Redemption”). Santam will retain its economic
participation rights in the general insurance investments of SEM in
India and Malaysia. The African Target Share Redemption is not subject
to any conditions precedent.

2. Consideration

The African Target Shares have been redeemed following the payment in
cash by SEM of the aggregate redemption distributions in the amount
of R126.5 million to Santam on the Redemption Date (the “Redemption
Distributions”). The Redemption Distributions will be retained by
Santam.
3. Financial information

The African Target Shares were valued at R128.7 million as at 30 June
2022 for the purposes of Santam’s reviewed interim financial
statements for the 6 months then ended. A negative fair value
adjustment of R5.3 million before tax pertaining to the African Target
Shares was recognised in the Statement of Comprehensive Income for
the same period.

4. Related party considerations

SEM is a wholly-owned subsidiary of Sanlam Life Insurance Limited
(“Sanlam Life”), and Sanlam Life is a material shareholder of Santam.
The African Target Share Redemption constitutes a small related party
transaction in terms of Section 10.7 of the Listings Requirements of
the JSE (the “JSE Listings Requirements”). Accordingly, Santam is
required to provide the JSE with written confirmation from an
independent professional expert confirming that the terms of the
African Target Share Redemption are fair insofar as the shareholders
of Santam (the “Shareholders”) are concerned.

5. Independent fairness opinion

In compliance with Section 10.7 of the JSE Listings Requirements, BDO
Corporate Finance Proprietary Ltd was appointed by Santam as the
independent professional expert and has furnished the Santam board of
directors with its opinion (the “Fairness Opinion”) expressing that
the terms of the African Target Share Redemption are fair to the
Shareholders.

The Fairness Opinion has been reviewed by the JSE and Shareholders
are advised that the Fairness Opinion is available for inspection at
Santam’s registered office for a period of 28 days from the date of
this announcement.


Cape Town

14 December 2022

Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (A division of FirstRand Bank
Limited)