SANLAM LIMITED - Update In Respect Of The Offer By Sanlam Life To Acquire All The Issued Ordinary Shares In Assupol Holdings Limited

Update In Respect Of The Offer By Sanlam Life To Acquire All The Issued Ordinary Shares In Assupol Holdings Limited

SANLAM LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1959/001562/06
JSE Share Code: SLM
NSX Share Code: SLA
A2X Share Code: SLM
ISIN: ZAE000070660
("Sanlam" or "Sanlam Group")

SANLAM LIFE INSURANCE LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1998/021121/06
Bond Issuer Code: BISLI
LEI: 378900E10332DF012A23
("Sanlam Life" or "Offeror")

UPDATE IN RESPECT OF THE OFFER BY SANLAM LIFE TO ACQUIRE ALL THE ISSUED
ORDINARY SHARES IN ASSUPOL HOLDINGS LIMITED


1.   Sanlam Shareholders are referred to the joint firm intention announcement ("FIA") released by
     Sanlam, Sanlam Life and Assupol Holdings Limited ("Assupol") on CTSE News Service and
     SENS, on 02 February 2024, regarding Sanlam Life's offer to acquire all of the issued ordinary
     shares in Assupol (other than treasury shares) by way of a scheme of arrangement or, subject
     to certain trigger events, a standby tender offer. Unless the context requires otherwise,
     capitalised terms used in this announcement have the meanings given to them in the FIA.

2.   Sanlam is pleased to announce that all Scheme Conditions Precedent have been fulfilled and
     the Scheme is now wholly unconditional. As a result, the Takeover Regulation Panel has issued
     a compliance certificate in terms of section 119(4) of the Companies Act.

3.   Sanlam shareholders are reminded that the offer to acquire all the issued ordinary shares of
     Assupol amounted to a total purchase consideration of ZAR6,500,000,000, which figure was
     subject to adjustments for: (i) any dividends, distributions, or similar transactions declared or
     effected by Assupol concerning the Assupol Ordinary Shares from 1 July 2023 until the Scheme
     Implementation Date and (ii) the escalation rate effective from 1 July 2023. Accordingly, the final
     purchase consideration is equal to ZAR6,571,173,737 as of 07 October 2024 (being the Scheme
     Implementation Date).

4.   In accordance with the terms and conditions of the Scheme, on the Scheme Implementation
     Date, Scheme Participants shall be deemed to have disposed of and transferred their Scheme
     Shares to Sanlam and, in exchange, each Scheme Participant shall receive R15.36365 for every
     1 (one) Scheme Share held, being the Per Share Scheme Consideration.

Bellville
17 September 2024

Sanlam Enquiries:
Sanlam Investor Relations
Email: ir@sanlam.co.za

Legal Advisor to Sanlam
Bowmans

Financial Advisor to Sanlam
J.P. Morgan

JSE Equity Sponsor to Sanlam
The Standard Bank of South Africa Limited

JSE Debt Sponsor to Sanlam Life Insurance Limited
Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 17-09-2024 03:22:00
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