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Santam - scheme of arrangement offer
Santam ordinary shareholders ("Santam Shareholders") and Sanlam ordinary shareholders ("Sanlam Shareholders") are advised that on 5 October 2026 ("Signature Date"), Santam, Sanlam and Sanlam Life entered into an implementation agreement (the "Implementation Agreement") in terms of which Sanlam (acting through its wholly owned subsidiary Sanlam Life, hereinafter collectively referred to as “Sanlam”) agreed to make an offer to Santam Shareholders to acquire all the issued ordinary shares of Santam ("Santam Shares") excluding the Santam Shares already held by (i) Sanlam Life (or any other subsidiary of Sanlam) ("Sanlam Subsidiary Shares"); and (ii) any subsidiary of Santam (the "Treasury Shares", and together with the Sanlam Subsidiary Shares being the "Excluded Shares"), for a consideration of R505 (five hundred and five rand) per eligible Santam Share ("Scheme Consideration") to be settled in cash as described in paragraph 4 below (the "Proposed Transaction"). Sanlam is currently the majority shareholder in Santam, with an effective shareholding of 62.7% of all issued Santam Shares (excluding the Treasury Shares), as at 18 September 2026.
The Proposed Transaction will be implemented by way of a scheme of arrangement to be proposed by the board of directors of Santam ("Santam Board") between Santam and Santam Shareholders excluding the Excluded Shares ("Scheme Participants"), in terms of which Sanlam Life will acquire the Santam Shares of the Scheme Participants for the Scheme Consideration on the terms and subject to the conditions precedent ("Scheme Conditions").
Delisting
If the Scheme is implemented, all of the Santam Shares will automatically be delisted from the JSE, as contemplated in paragraph 1.8 of the JSE Listings Requirements, and applications will be made to the Namibian Securities Exchange ("NSX") and the A2X Markets ("A2X" for the delisting of the Santam Shares from those exchanges.
Combined Offer Circular
Santam and Sanlam will issue a combined offer circular setting out the full terms and conditions of the Scheme, the Independent Expert’s Report, the recommendations of the Independent Board, salient dates and times, as well as the notice convening the General Meeting to consider the Scheme Resolution ("Circular").
The Circular is expected to be posted on or about 3 November 2026. A further announcement relating to the posting of the Circular, further important details related to the Scheme and the salient dates and times will be published on SENS, NENS and ANS in due course.
Conference call
A teleconference hosted by Sanlam and Santam management, for analysts and investors will take place at 17h00 (South African time) today, 5 October 2026.
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