Unbundling by Old Mutual of a portion of its shareholding in Nedbank Group Limited (NaN)

Old Mutual Limited

Incorporated in the Republic of South Africa

Registration number: 2017/235138/06

ISIN: ZAE000255360

LEI: 213800MON84ZWWPQCN47

JSE Share Code: OMU

LSE Share Code: OMU

NSX Share Code: OMM

MSE Share Code: OMU

ZSE Share Code: OMU

("Old Mutual" or "the Company" or the "Group")

Ref 24/21

26 October 2021

FINALISATION ANNOUNCEMENT: UNBUNDLING BY OLD MUTUAL OF A PORTION OF ITS SHAREHOLDING IN NEDBANK GROUP LIMITED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

The definitions commencing on page 26 of this announcement apply to this entire announcement, except where otherwise indicated.

This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any securities (whether pursuant to this announcement or otherwise) in any jurisdiction, including an offer to the public or section of the public in any jurisdiction. This announcement does not comprise a prospectus.

1. INTRODUCTION

Old Mutual Shareholders are referred to the unbundling announcement published on Wednesday, 23 June 2021 ("Unbundling Announcement") regarding the unbundling of all of the Nedbank Shares held by Old Mutual Emerging Markets Proprietary Limited (being 62,131,692 Nedbank Shares and comprising 12.2% of the issued ordinary share capital of Nedbank as at 25 October 2021) to Old Mutual Shareholders by way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act, No. 71 of 2008 (the "Unbundling").

Old Mutual is pleased to announce that all the regulatory approvals required to implement the Unbundling have been obtained and that the Unbundling will be implemented in accordance with the timetable set out in this announcement.

Each Old Mutual Shareholder will receive Nedbank Shares (which are listed on the Johannesburg Stock Exchange and the Namibian Stock Exchange) in the ratio illustrated below:

	For every 100				1.31954
	Old Mutual		=>		Nedbank
	Shares			Shares

The Unbundling will be implemented in accordance with the provisions of Old Mutual's memorandum of incorporation.

2. SALIENT DATES AND TIMES

The Unbundling will take place at 9:00 a.m. (SA time) on Monday, 8 November 2021. Set out below are the indicative dates and times (South African standard time unless otherwise stated) applicable to the Unbundling.

Event	Date and time (2021)
Last day for transfers of Old Mutual Shares between the SA Register,	Tuesday, 26 October
UK Register, Namibian Register, Malawian Register and Zimbabwean
Register in order to participate in the Unbundling
Last day to trade Old Mutual Shares on the SA Register, Namibian	Tuesday, 2 November
Register, Malawian Register and Zimbabwean Register in order to
participate in the Unbundling
Last day to trade Old Mutual Shares on the UK Register or in Old	Wednesday, 3 November
Mutual DIs in order to participate in the Unbundling
Old Mutual Shares trade "ex" entitlement on the SA Register,	Wednesday, 3 November
Malawian Register, Namibian Register and Zimbabwean Register in
order to receive the Unbundled Nedbank Shares
Old Mutual Shares on the UK Register and Old Mutual DIs trade "ex"	Thursday, 4 November
entitlement to receive the Unbundled Nedbank Shares
Announcement regarding the value to be utilised in determining the
cash payment due in respect of any fractional entitlements published	Thursday, 4 November
at 11.00 a.m. on
Record Time, 8.00 p.m. on
	Friday, 5 November
Transfers of Old Mutual Shares between Registers opened at the
commencement of trade at 09.00 a.m. on	Monday, 8 November
Unbundling implemented at 09.00 a.m. on (Distribution Date)
	Monday, 8 November
Old Mutual Shareholders' accounts at CSDP or broker updated and	Monday, 8 November
credited on
Share certificates in respect of Unbundled Nedbank Shares	Thursday, 11 November
despatched in South Africa on
Notes:

1. Old Mutual Shareholders should anticipate their holdings of Old Mutual Shares and Old Mutual DIs at the Record Time by taking into account all unsettled trades concluded on or before the last day to trade which are due to be settled on or before the Record Time.
2. Share certificates in respect of Old Mutual Shares held on the SA Register may not be Dematerialised or rematerialized between Wednesday, 3 November 2021 and Friday, 5 November 2021, both days inclusive.

3. FRACTIONAL ENTITLEMENTS, CASH PROCEEDS AND APPLICABLE RATE

1. As required by the JSE Listings Requirements, fractional entitlements to Unbundled Nedbank Shares will be rounded down to the nearest whole number and the aggregated fractions of the Unbundled Nedbank Shares to which an Old Mutual Shareholder would otherwise be entitled will not be transferred to them, but will instead be sold in the market as soon as practicable after the Unbundling.

1. Old Mutual Shareholders will accordingly receive monetary compensation in respect of their fractional entitlements to Unbundled Nedbank Shares. In accordance with the JSE Listings Requirements, this amount will be determined with reference to the volume weighted average price in Rand of a Nedbank Share traded on the Johannesburg Stock Exchange on Wednesday, 3 November 2021, being the first trading day in Old Mutual Shares on the SA Register after the last day to trade on Tuesday, 2 November 2021, reduced by 10% ("Cash Proceeds").
2. The Cash Proceeds will be paid: (i) by Old Mutual to the relevant registered Certificated Shareholders; and (ii) by a nominee or CSDP to the relevant Old Mutual Shareholders that hold their Old Mutual Shares in Uncertificated Form within a nominee account or within a CSDP.
3. Old Mutual Shareholders on the Namibian Register, Malawian Register, UK Register and the Zimbabwean Register will be paid the local currency cash equivalents of the Cash Proceeds. The Cash Proceeds will be converted to local currency at the effective rate quoted by Old Mutual on or before the date upon which payment of the Cash Proceeds is made ("Applicable Rate").
4. The basis for the Cash Proceeds and the Applicable Rate will be announced by Old Mutual on SENS, the RNS and the news services of the Malawi Stock Exchange, the Namibian Stock Exchange and the Zimbabwe Stock Exchange on Thursday, 4 November 2021).

4. EXCHANGE CONTROL

This summary is based on the laws as in force and as applied in practice as at the date of this announcement and is subject to changes to those laws and practices subsequent to such date.

The following summary of the Exchange Control Regulations does not constitute advice, is intended as a guide only and is not a comprehensive statement of the Exchange Control Regulations. Old Mutual Shareholders who have any queries regarding the Exchange Control Regulations should contact their own professional advisers without delay.

The concept of "emigration" as recognised by the Financial Surveillance Department of the South

African Reserve Bank ("SARB") is being phased out with effect from 1 March 2021 and is replaced by a verification process. Exchange Control Circular 6/2021 dated 26 February 2021 and Circular 8/2021 dated 21 May 2021 set out the changes in relation to emigrants and changes to the Currency and Exchanges Manual for Authorised Dealers ("AD Manual") with effect from 1 March 2021.

Until 28 February 2021, the Exchange Control Regulations read with the AD Manual distinguished between residents, non-residents and emigrants. As of 1 March 2021, under the new framework, natural person residents and natural person emigrants are treated identically. To ensure a smooth transition from the old framework to the new framework, natural persons who applied to be emigrants under the old framework, by obtaining a MP336(b) form that was attested by an authorised Dealer on or before 28 February 2021, will be dealt with in terms of the exchange control procedures relating to emigration for exchange control purposes prior to 1 March 2021 provided their emigration applications were approved on or before 28 February 2021.

For the purposes of the Exchange Control Regulations:

∙ a resident means any person, being a natural person or a legal entity, who has taken up permanent residence, is domiciled or registered in South Africa;

∙ a non-resident is a person, being a natural person or a legal entity, whose normal place of residence, domicile or registration is outside the Common Monetary Area; and

∙ an emigrant means a South African resident who has left South Africa to take up permanent residence or has been granted permanent residence in any country outside of the Common Monetary Area. For purposes of the Exchange Control Regulations read with the AD Manual, a South African resident will only be regarded as an emigrant if he placed his emigration on record with the SARB under the exchange control policy which applied up to 28 February 2021.

Old Mutual Shareholders who are uncertain as to whether they are residents or non-residents or South African non-tax residents (emigrants) for purposes of the Exchange Control Regulations read with the AD Manual, are advised to approach their relevant authorised Dealer to request confirmation.

1. Emigrants from the Common Monetary Area consisting of South Africa, Namibia and the Kingdoms of Lesotho and eSwatini ("CMA")
   Any share certificates that may be issued by Nedbank to emigrants from the CMA will be endorsed "non- resident" in accordance with the Exchange Control Regulations.
   Uncertificated Unbundled Nedbank Shares will be credited directly to an Old Mutual Shareholder's emigrant share account at the CSDP or broker controlling its remaining portfolios and an appropriate electronic entry will be made in the relevant register reflecting a "non-resident" endorsement. The CSDP or broker will ensure that the emigrant adheres to the Exchange Control Regulations.
   Any Unbundled Nedbank Shares issued in certificated form, cash dividends and Cash Proceeds based on an emigrant's Unbundled Nedbank Shares controlled in terms of the Exchange Control Regulations will be forwarded to the authorised dealer in foreign exchange controlling their assets. Elections by emigrants must be made through the authorised dealer in foreign exchange controlling their assets.
2. Residents outside of the CMA
   Any share certificates that may be issued by Nedbank to non-residents of the CMA will be endorsed "non- resident" in accordance with the Exchange Control Regulations.
   Uncertificated Unbundled Nedbank Shares will be credited directly to an Old Mutual Shareholder's non-resident share account at the CSDP or broker controlling its portfolios and an appropriate electronic entry will be made in the relevant register reflecting a "non-resident" endorsement. The CSDP or broker will ensure that the non- resident adheres to the Exchange Control Regulations.
   Cash dividends and Cash Proceeds due to non-residents are freely transferable from South Africa, subject to being converted into a currency other than Rand or paid for the credit of a non- resident Rand account.
3. Overseas Old Mutual Shareholders
   This following summary describes the restrictions applicable to Old Mutual Shareholders who have registered addresses outside South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe, who are nationals, citizens or residents of countries other than South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe ("Overseas Old Mutual Shareholders"), or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this announcement to a jurisdiction outside South Africa, the United Kingdom, Malawi, Namibia and Zimbabwe or who hold Old Mutual Shares for the account or benefit of any such Overseas Old Mutual Shareholder.
   The distribution of the Unbundled Nedbank Shares to Overseas Old Mutual Shareholders in terms of the Unbundling may be affected by the laws of such Overseas Old Mutual Shareholders' relevant jurisdiction. Overseas Old Mutual Shareholders should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to take up their entitlements with respect to the Unbundled Nedbank Shares.
   It is the responsibility of any Overseas Old Mutual Shareholder (including, without limitation, nominees, agents and trustees for such persons) being notified by this announcement of the Unbundling and wishing to take up their entitlement to Unbundled Nedbank Shares to satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories.
   Overseas Old Mutual Shareholders are obliged to observe the applicable legal requirements of their relevant jurisdictions.

1. Restricted Overseas Old Mutual Shareholders
   A restricted Overseas Old Mutual Shareholder includes any Overseas Old Mutual Shareholder who is unable to receive any of the Unbundled Nedbank Shares to be distributed to him/her/it because of the laws of the jurisdiction of residence, establishment, incorporation or otherwise of that Overseas Old Mutual Shareholder, or any Overseas Old Mutual Shareholder that Old Mutual is not permitted to transfer any of the Unbundled Nedbank Shares to because of the laws of the jurisdiction of residence, establishment, incorporation or otherwise of that Overseas Old Mutual Shareholder ("Restricted Overseas Old Mutual Shareholder"). The Unbundled Nedbank Shares to which Restricted Overseas Old Mutual Shareholders would be entitled in terms of the Unbundling will be aggregated and sold on the Johannesburg Stock Exchange in an orderly manner by the SA Registrar on behalf of and for the benefit of Restricted Overseas Old Mutual Shareholders as soon as is reasonably practical after the implementation of the Unbundling at the best price that can reasonably be obtained at the time of sale.
   CSDPs will be responsible for informing the SA Registrar of all Uncertificated Old Mutual Shares held by them on behalf of such Restricted Overseas Old Mutual Shareholders.
   Restricted Overseas Old Mutual Shareholders will, in respect of their entitlement to the Unbundled Nedbank Shares, receive the average consideration per Unbundled Nedbank Share in Rand (net of currency conversion costs), to be converted at the relevant spot rate on the date of payment of such consideration to the relevant Overseas Old Mutual Shareholders, received by the SA Registrar pursuant to the sale process as set out in this paragraph 4.4. The average consideration per Unbundled Nedbank Share due to each Restricted Overseas Old Mutual Shareholder will only be paid once all such Unbundled Nedbank Shares have been sold.
2. United States of America ("US" or "United States")
   4.5.1. Notice to US Investors
3. 1. This announcement is not an offer of securities for sale in the United States. The Unbundled Nedbank Shares have not been and will not be registered under the US Securities Act of 1933 ("US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the United States at any time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state and other securities laws of the United States. The Unbundled Nedbank Shares will be issued in the United States only to qualified institutional buyers ("QIBs") as defined in Rule 144A under the US Securities Act in reliance on exemptions from registration under the US Securities Act.
   2. Accordingly, the Unbundled Nedbank Shares will be delivered to Old Mutual Shareholders with a registered address in the United States ("US Old Mutual Shareholders") only if such US Old Mutual Shareholders have demonstrated to their relevant CSDP, broker, custodian or nominee (as applicable) that they are QIBs and agree to certain transfer restrictions applicable to the Unbundled Nedbank Shares delivered to QIBs. Each US Old Mutual Shareholder that wishes to receive Unbundled Nedbank Shares in terms of the Unbundling will be required to execute an investor letter in a form to be provided by (i) Old Mutual to Strate for distribution by Strate to all CSDPs and (ii) the SA Registrar to all US Old Mutual Shareholders holding Old Mutual Shares in Certificated Form on the Register ("US Investor Letter"). The US Investor Letter must be returned by the Record Time to Old Mutual directly either by email to the following email address: [e-mail], or by courier to Mutualpark, Jan Smuts Drive, Pinelands, Cape Town, Western Cape, South Africa marked for the attention of Ms. E Kirsten (Company Secretary), with a copy to the relevant CSDP, broker, custodian or nominee in the case of Uncertificated Old Mutual Shareholders and the SA Registrar (to the following e-mail address: [e-mail]) in the case of Old Mutual Shareholders that