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Wed 11 Mar 2009, 8:00 MET/MTD - Metropolitan - Metropolitan Holdings Financial Services Group
MET
MET                                                                             
MET/MTD - Metropolitan - Metropolitan Holdings Financial Services Group         
Audited Group Results For The Year Ended 31 December 2008                       
Metropolitan Holdings Limited                                                   
Incorporated in the Republic of South Africa                                    
Registration Number: 2000/031756/06                                             
JSE share code: MET                                                             
NSX share code: MTD                                                             
ISIN: ZAE000050456                                                              
("Metropolitan" or "the company")                                               
METROPOLITAN HOLDINGS FINANCIAL SERVICES GROUP                                  
AUDITED GROUP RESULTS FOR THE YEAR ENDED 31 DECEMBER 2008                       
HIGHLIGHTS                                                                      
- Net funds received from clients +R8bn                                         
- Retail new business PVP +23%                                                  
- International new business PVP +18%                                           
- Value of new insurance business +38%                                          
- Health administration profits +56%                                            
- Group CAR cover 3.1 times                                                     
REVIEW OF OPERATIONS AND PROSPECTS                                              
Operating environment                                                           
Until very recently South Africa had been enjoying a prolonged period of        
buoyant equity and property markets, strong GDP growth and significant          
disposable income across most consumer classes.  However, during 2008 there     
was an almost complete reversal. Investment markets were extremely turbulent    
and falling, interest rates rose and inflation soared to above 10%, driven      
mainly by imported price pressures (particularly relating to food and           
transport). All of these factors put pressure on financial and other            
operating measures.                                                             
2008 was characterised by extreme volatility in interest rates, in particular   
the government bond yield curve on which we base our assumptions to project     
asset returns and discount projected shareholder cashflows.                     
Salient features and highlights                                                 
-    Diluted core headline earnings per share for the year remained strong at   
    151 cents, increasing by 6% over 2007.                                      
-    The growth in diluted core headline earnings per share was assisted by a   
5% reduction of the average number of shares in issue - a direct result     
    of capital management activities.                                           
-    Earnings and headline earnings, which include adjustments for negative     
    economic and other market value impacts, reflected a loss for the year.     
-    Total recurring new business premium income was 16% higher, while the      
    value of new insurance business increased by 38%.                           
-    Investment income on shareholder assets was 30% up, driven by higher       
    cash balances and increased interest rates.                                 
-    The economic capital model is subject to constant refinement and the       
    capital required as at 31 December 2008 increased marginally despite the    
    turbulent markets.                                                          
-    The embedded value per share held up very well, reducing by 123 cents      
from 1 832 cents to 1 709 cents, almost exclusively owing to the falling    
    markets.                                                                    
-    The group experienced strong cashflow from clients, recording a net        
    inflow of R8 billion.                                                       
-    Ordinary dividend per share of 95 cents was maintained.                    
-    The general economic slow-down challenged operating profit across the      
    group.                                                                      
Operational overview                                                            
Retail                                                                          
-    New business PVP (present value of expected premiums) exceeded             
    expectations, ending 23% higher.                                            
-    The increasingly difficult consumer conditions led to a higher             
propensity to lapse or surrender life insurance policies.  However,         
    management action in this area intensified, resulting in better overall     
    persistency than would have been expected in the current operating          
    environment.                                                                
-    The new business margin increased from 2.0% to 2.8% (PVP basis),           
    assisted by improvements in new business production, product mix and        
    expense management.                                                         
-    A deferred tax asset was recognised at the end of 2007 for accumulated     
tax losses in the policyholder funds. As a result, the tax profits (tax     
    charged but not paid) that emerged during 2007 in the retail business       
    were not repeated in the current year.                                      
-    Operating profit decreased by only 3%, reflecting the lower average        
investment assets towards the end of the year, the change in accounting     
    policy referred to above as well as the worsening economic environment.     
Corporate                                                                       
-    New business PVP could not match the performance recorded during 2007,     
and ended the year down 33%.  Securing new business is a lengthy process    
    and premium inflows remain volatile.                                        
-    Risk margins remained under pressure throughout the period, dampening      
    both operating and new business profits.                                    
-    Similarly, the new business PVP margin decreased from 1.3% to 0.8%,        
    reflecting the lower profit margins.                                        
-    Metropolitan Retirement Administrators successfully took on its first      
    external client (15 000 members).                                           
-    Operating profit ended 13% lower, mostly as a result of lower risk         
    profits.                                                                    
International                                                                   
-    New business PVP, based on the established southern African operations,    
increased by 18%, boosted primarily by the individual life performance      
    in Lesotho.                                                                 
-    The two western operations (Ghana and Nigeria) increased new business      
    production and are progressing well.                                        
-    Overall, the southern operations recorded a strong new business margin     
    of 3.4% (PVP), falling marginally from 3.6% in 2007.                        
-    Total operating profit fell 15%, taking into account investments in the    
    start-up businesses.                                                        
Asset management                                                                
-    The value of new business, comprising collective investment inflows and    
    third-party mandates, grew by 11% to R39 million.                           
-    Operating profit, however, declined by 7% as a result of administration    
margin compression, lower absolute investment market performance as well    
    as increased staff costs.                                                   
Health (MHG)                                                                    
-    New business continued to add value, mostly as a result of the             
tremendous growth in membership of the Government Employees Medical         
    Scheme (GEMS), the tender for which was renewed during the year.            
-    Total principal members under administration, including franchise, at      
    the year-end were in excess of 750 000 (almost two million lives),          
confirming MHG`s status as South Africa`s largest administrator of          
    restricted medical schemes.                                                 
-    As a result of the continued growth in members, together with improved     
    operational efficiencies, operating profit increased by 56%.                
Prospects                                                                       
-    Metropolitan continues to capitalise on its focused market positioning,    
    in line with its strategy of creating prosperity for Africa`s people, by    
    providing accessible, affordable and appropriate products.                  
-    All the businesses within the group are well prepared for the threats      
    and opportunities posed by ongoing changes in the highly regulated          
    environments in which they operate.                                         
-    Food, fuel and transport inflation, together with unemployment levels,     
remains the biggest challenge to our core target market. Any further        
    increases are likely to curtail new business prospects and threaten the     
    persistency of the in-force book.                                           
-    The board is satisfied that the business remains strategically well        
positioned, thanks to management`s specific focus on client service,        
    product innovation, business retention, cost containment,                   
    diversification and capital management.                                     
DIRECTORS` STATEMENT                                                            
The directors take pleasure in presenting the audited results of the            
Metropolitan Holdings financial services group for the year ended 31 December   
2008.                                                                           
Basis of presentation of financial information                                  
These results have been prepared in accordance with International Financial     
Reporting Standards (IFRS) and International Financial Reporting                
Interpretations Committee (IFRIC) interpretations issued and effective at the   
time of preparing these results, including compliance with IAS 34 Interim       
Financial Reporting.  They are also in compliance with the listings             
requirements of the JSE Limited and the Companies Act of South Africa.          
The accounting policies of the group have been applied consistently to all      
periods presented.  The preparation of financial statements in accordance       
with IFRS requires the use of certain critical accounting estimates as well     
as the exercise of managerial judgement in the application of the group`s       
accounting policies. Such judgement, assumptions and estimates are disclosed    
in detail in the annual financial statements for the year ended 31 December     
2008.                                                                           
Changes to presentation and restatement of 2007 results                         
The classification of certain policy loans, premium income and scrip lending    
fees was changed from that disclosed in 2007. These changes are not material,   
and do not have any impact on earnings attributable to equity holders of the    
group. The full details are disclosed in the annual financial statements at     
31 December 2008.                                                               
CAPITAL MANAGEMENT                                                              
-    The investment markets were extremely volatile and unpredictable, both     
    locally and internationally.                                                
-    During the first half of the year Metropolitan bought back 16 million      
    listed ordinary shares for R201 million.                                    
-    The group actively monitored its capital position throughout the           
    operations with a view to protecting shareholder capital during these       
    volatile investment market conditions.                                      
-    Dynamic asset allocation, capital protection and other strategies were     
applied where deemed appropriate, in order to ensure that the group         
    maintained adequate capital.                                                
-    As a result of the poor investment markets, affecting both local           
    equities and in our instance international bonds, some smoothed bonus       
funds ended the year with funding levels below 92.5%. Metropolitan          
    believes that these funds will be able to recover to full funding within    
    the required three years, as was the case after previous market falls.      
-    The year-end economic capital required by the Metropolitan group was       
R4.5 billion, 1.9 times the statutory requirement.                          
-    The actual capital held by the group at the year-end exceeded this         
    requirement by approximately R1 billion.                                    
-    The insurance operations remained well capitalised, with a group CAR       
(capital adequacy requirement) cover ratio of 3.1 times.                    
-    No share buy-backs are anticipated.                                        
CORPORATE GOVERNANCE                                                            
The board has satisfied itself that appropriate principles of corporate         
governance were applied throughout the year under review.                       
DIRECTORATE CHANGES AND DIRECTORS` SHAREHOLDING                                 
Peter Doyle and Abel Sithole resigned as directors with effect from 31 March    
2008. All transactions in listed shares involving directors were disclosed on   
SENS as required.                                                               
CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES                                  
The group had no material capital commitments at 31 December 2008.  The group   
is party to legal proceedings in the normal course of business, and             
appropriate provisions are made when losses are expected to materialise.        
POST BALANCE SHEET EVENTS                                                       
In January 2009 Metropolitan reached a settlement with the curators of          
Ovation and agreed to compensate policyholders for losses incurred. This        
settlement has no impact on group earnings as the liability to policyholders    
already existed. No other material post balance sheet events occurred between   
the balance sheet date and the date of approval of the annual financial         
statements.                                                                     
DIVIDEND DECLARATION                                                            
Ordinary listed shares                                                          
The dividend policy for ordinary listed shares, approved by the directors and   
consistent with prior years, is to provide shareholders with stable dividend    
growth that reflects expected growth in underlying earnings in the medium       
term, while allowing the dividend cover to fluctuate. The board felt it         
prudent not to increase the total dividend.                                     
An interim dividend of 40.00 cents per ordinary share was declared in           
September and paid in October 2008.  On 10 March 2009 a final divided of        
55.00 cents per ordinary share was declared. This dividend is payable to the    
holders of ordinary shares recorded in the register of the company at the       
close of business on Friday, 3 April 2009 and will be paid on Monday, 6 April   
2009.  The last day to trade "cum" dividend will be Friday, 27 March 2009.      
The shares will trade "ex" dividend from the start of business on Monday, 30    
March 2009.  Share certificates may not be dematerialised or rematerialised     
between Monday, 30 March and Friday, 3 April 2009, both days inclusive.         
Where applicable, dividends in respect of certificated shareholders will be     
transferred electronically to shareholders` bank accounts on payment date. In   
the absence of specific mandates, dividend cheques will be posted to            
certificated shareholders on or about payment date. Shareholders who have       
dematerialised their shares will have their accounts with their CSDP or         
broker credited on Monday, 6 April 2009.                                        
Staff share purchase scheme dividend                                            
A dividend of R11 million (2007: R16 million) was declared on the unlisted      
shares in the staff share purchase scheme, as provided for in the trust deed.   
Preference share dividend                                                       
Dividends of R33 million (16.8%), R7 million (55.00 cents per share) and R30    
million (19.0%) were declared on 10 March 2009 on the unlisted A1, A2 and A3    
Metropolitan preference shares respectively, and are payable on 31 March        
2009.                                                                           
Dividends of R32 million (16.9%), R5 million (40.00 cents per share) and R29    
million (18.7%) were declared in September 2008 on the unlisted A1, A2 and A3   
Metropolitan preference shares respectively, and paid on 30 September 2008.     
The declaration rate was determined as set out in the company`s articles.       
Preference share dividends are included under finance costs in these results.   
AUDIT OPINION                                                                   
The auditors, PricewaterhouseCoopers Inc, have issued their opinion on the      
group financial statements for the year ended 31 December 2008. A copy of       
their unqualified report is available for inspection at the company`s           
registered office.                                                              
INDEPENDENT ACTUARIAL REVIEW                                                    
The embedded value and value of new business results have been reviewed by      
Deloitte & Touche.                                                              
Signed on behalf of the board                                                   
Wilhelm van Zyl               Group chief executive                             
Preston Speckmann             Group finance director                            
Cape Town                                                                       
11 March 2009                                                                   
Directors:                                                                      
Prof Wiseman Nkuhlu (non-executive group chairman), Wilhelm van Zyl (group      
chief executive), Phillip Matlakala (executive director), Preston Speckmann     
(executive director), Fatima Jakoet, Peter Lamprecht, Syd Muller, John          
Newbury, JJ Njeke, Bulelwa Paledi, Andile Sangqu, Marius Smith, Franklin        
Sonn, Johan van Reenen                                                          
Secretary: Bongiwe Gobodo-Mbomvu                                                
Registered office:       7 Parc du Cap, Mispel Road, Bellville 7535             
Transfer secretaries                                Sponsor                     
Link Market Services SA (Proprietary) Limited       Merrill Lynch               
(Registration number 2000/007239/07)                                            
5th Floor, 11 Diagonal Street,                                                  
Johannesburg, 2001                                                              
P O Box 4844, Johannesburg, 2000                                                
Telephone: +27 11 834 2266                                                      
E-mail: info@linkmarketservices.co.za                                           
Sponsor                                                                         
Merrill Lynch South Africa (Proprietary) Limited                                
Summary of financial information                                                
Year-end results 2008                                                           
Basis of presentation of financial information                                  
These results have been prepared in accordance with International Financial     
Reporting Standards (IFRS) and International Financial Reporting                
Interpretations Committee (IFRIC) interpretations issued and effective at the   
time of preparing these results, including compliance with IAS 34 Interim       
Financial Reporting.  They are also in compliance with the Listing              
Requirements of the JSE Limited and the Companies Act of South Africa.          
The accounting policies of the group have been applied consistently to all      
periods presented.  The preparation of financial statements in accordance       
with IFRS requires the use of certain critical accounting estimates as well     
as the exercise of managerial judgement in the application of the group`s       
accounting policies. Such judgement, assumptions and estimates are disclosed    
in detail in the annual financial statements for the year ended 31 December     
2008.                                                                           
Restatement of 2007 results                                                     
-    Certain policy loans were previously disclosed as loans and receivables    
within the financial instruments category.  These policy loans (R175        
    million) together with the related insurance (R134 million) and             
    investment contract liabilities (R41 million) were derecognised and the     
    disclosure was changed from what was disclosed in 2007.  The opening        
balances in 2007 for insurance (R94 million) and investment (R45            
    million) contract liabilities were also restated.  This resulted in net     
    insurance benefits and claims for 2007 increasing by R40 million as only    
    insurance premiums are recorded in the income statement.  This had no       
impact on earnings attributable to equity holders of the group.             
-    Certain investment contracts were accounted for as insurance business in   
    2007.  Premium income and operating profit on insurance contracts was       
    therefore reduced by R77 million with a corresponding increase in fee       
income from investment contracts in 2007. This had no impact on earnings    
    attributable to equity holders of the group.                                
-    The disclosure of scrip lending fees received was changed from that        
    disclosed in the 2007 annual financial statements. Scrip lending fee        
income of R19 million, previously disclosed as investment income, has       
    been reclassified as fee income as this class was considered more           
    appropriate. This had no impact on earnings attributable to equity          
    holders of the group.                                                       
Embedded value                                                                  
Revised embedded value guidance from the Actuarial Society of South Africa,     
which is intended to be materially consistent with the CFO Forum`s European     
Embedded Value (EEV) Principles issued in May 2004, became effective for        
reporting periods ending on or after 31 December 2008.  The disclosed           
embedded value results have been prepared in accordance with these new          
guidelines.  The diluted embedded value at 31 December 2007 has been restated   
accordingly, (decrease of R171 million).                                        
Standards and interpretations of published standards effective in 2008 and      
relevant to the group                                                           
IFRIC 11 - IFRS 2 - Group and treasury share transactions                       
IFRIC 11 provides guidance in respect of share-based transactions involving     
treasury shares or group entities, for example options over a parent`s shares   
should be accounted for as equity-settled or cash-settled share-based payment   
transactions in the stand-alone accounts of the parent and group.  This         
interpretation does not have an impact on the group`s financial results.        
IFRIC 14 - IAS 19 - The limit on a defined benefit asset                        
IAS 19 - Employee benefits - limits the measurement of a defined benefit        
asset.  Certain funds include minimum funding requirements which normally       
stipulate a minimum amount or level of contributions that must be made to a     
plan over a given period.  Therefore, a minimum funding requirement may limit   
the ability of the entity to reduce future contributions.  IFRIC 14 provides    
guidance on when a minimum funding requirement may give rise to a liability     
if the required contributions will not be available to the entity once they     
have been paid.  This interpretation does not have an impact on the group`s     
financial results.                                                              
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 CONSOLIDATED BALANCE SHEET                     31.12.2008  31.12.2007          
Rm          Rm                  
 ASSETS                                                                         
 Intangible assets                              525         562                 
 Owner-occupied properties                      678         592                 
Property and equipment                         186         233                 
 Investment properties                          3 031       2 710               
 Investment in associates                       663         405                 
 Investment in joint venture                    35          61                  
Employee benefit assets                        248         177                 
 Financial instrument assets (1)                53 692      60 314              
 Insurance and other receivables                1 507       1 476               
 Deferred income tax                            12          15                  
Reinsurance contracts                          212         179                 
 Current income tax assets                      14          -                   
 Cash and cash equivalents                      8 810       8 274               
 Non-current assets held for sale               -           185                 
Total assets                                   69 613      75 183              
                                                                                
 EQUITY                                                                         
 Capital and reserves attributable to equity    5 847       6 817               
holders                                                                        
 Minority interests                             141         124                 
 Total equity                                   5 988       6 941               
                                                                                
LIABILITIES                                                                    
 Insurance contract liabilities                                                 
  Long-term insurance contracts (2)             32 023      33 397              
  Capitation contracts                          2           1                   
Financial instrument liabilities                                               
  Investment contracts                          25 209      28 385              
  -with discretionary participation             11 278      14 273              
  features(2)                                                                   
- designated as fair value through income     13 931      14 112              
  Other financial instrument liabilities (3)    3 119       2 863               
 Deferred income tax                            127         492                 
 Employee benefit obligations                   188         252                 
Other payables                                 2 934       2 545               
 Current income tax liabilities                 23          307                 
 Total liabilities                              63 625      68 242              
                                                                                
Total equity and liabilities                   69 613      75 183              
(1)  Financial instrument assets consist of the following:                      
    Assets designated as fair value through income: R50 795 million (2007:      
    R58 264 million)                                                            
Assets held for trading: R1 764 million (2007: R850 million)                
    Available-for-sale assets: R5 million (2007: R7 million)                    
    Loans and receivables: R1 128 million (2007: R1 193 million)                
                                                                                
(2)  Under IFRS4, the group continues to account for long-term insurance        
    contracts and investment contracts with discretionary participation         
    features using SA GAAP.                                                     
(3)  Other financial instrument liabilities consist of the following:           
Liabilities designated as fair value through income: R272 million (2007:    
    R635 million)                                                               
    Liabilities held for trading: R1 498 million (2007: R858 million)           
    Liabilities at amortised cost: R1 349 million (2007: R1 370 million)        
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 STATEMENT OF ACTUARIAL VALUES OF ASSETS AND     31.12.2008 31.12.2007          
 LIABILITIES ON REPORTING BASIS                  Rm         Rm                  
                                                                                
Total assets per balance sheet                  69 613     75 183              
 Actuarial value of policy liabilities per       (57 232)   (61 782)            
 balance sheet                                                                  
 Other liabilities per balance sheet             (6 393)    (6 460)             
Minority interests                              (141)      (124)               
 Excess - group per reporting basis              5 847      6 817               
 Net assets - other businesses                   (934)      (1 102)             
 Excess - long-term insurance business (4)       4 913      5 715               
LONG-TERM INSURANCE BUSINESS (4)                                               
 Change in excess of long-term insurance         (802)      (121)               
 business (4)                                                                   
 Increase in share capital                       (39)       (12)                
Acquisition of Union Life                       -          (54)                
 Change in other reserves                        (45)       (36)                
 Dividend paid                                   1 053      1 606               
 Total surplus arising                           167        1 383               
Operating profit                               734        754                 
  Investment income on excess                    309        289                 
  Net realised and fair value (losses)/gains on  (329)      364                 
  excess                                                                        
Investment variances (5)                       (387)      29                  
  Basis and other changes                        (197)      (180)               
  Employee benefit assets (6)                    37         48                  
  Deferred tax (7)                               -          79                  
Consolidation adjustments                       75         217                 
 Income tax (credits)/expenses (8)               (170)      549                 
 Adjustment for finance costs                    49         47                  
 Results of long-term insurance business (4)     121        2 196               
Results of other group businesses               (277)      289                 
 Results of operations per income statement      (156)      2 485               
 STATEMENT OF ACTUARIAL VALUES OF ASSETS AND     31.12.2008 31.12.2007          
 LIABILITIES ON STATUTORY BASIS                  Rm         Rm                  

 Reporting excess - long-term insurance          4 913      5 715               
 business (4)                                                                   
 Disregarded assets in terms of statutory        (489)      (293)               
requirements (9)                                                               
 Capital adjustments                             300        91                  
 Statutory excess - long-term insurance          4 724      5 513               
 business (4)                                                                   
Capital adequacy requirement (CAR) (Rm)         2 336      1 609               
 Ratio of long-term insurance business excess    2.0        3.4                 
 to CAR (times)                                                                 
 Discretionary margins                           1 756      2 151               
(4)  The long-term insurance business includes both insurance and investment    
    contract business and is the simple aggregate of all the life insurance     
    companies in the group.  It includes minority interests and other items,    
    which are eliminated on consolidation.  It excludes non-insurance           
business.                                                                   
(5)  Investment variances reflect the impact of actual investment returns on    
    the value of future expense recoveries and include any change in the PGN    
    110 (Allowance for embedded investment derivatives) liability.              
(6)  Recognition of Metropolitan Staff Retirement Fund surplus as well as       
    movements in employee benefit assets not being utilised by the group.       
(7)  Deferred tax asset created at 31 December 2007 in respect of accumulated   
    tax losses.                                                                 
(8)  2007 and 2008 includes deferred tax on contract holder capital gains and   
    losses.                                                                     
(9)  Disregarded assets are those as defined in the South African Long Term     
    Insurance Act and are only applicable to South African Long Term            
insurance companies. Adjustments are also made for the international        
    insurance companies from reporting excess to statutory excess as            
    required by their regulators.                                               
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
CONSOLIDATED INCOME STATEMENT                   12 mths to 12 mths to          
                                                 31.12.2008 31.12.2007          
                                                 Rm         Rm                  
                                                                                
Net insurance premiums received                 10 405     8 715               
 Fee income (10)                                 1 151      903                 
 Investment income                               4 396      3 613               
 Net realised and fair value (losses)/gains      (8 484)    4 407               
Net income                                      7 468      17 638              
                                                                                
 Net insurance benefits and claims               8 069      6 232               
 Change in liabilities                           (4 468)    4 175               
Change in insurance contract liabilities       (1 451)    2 577               
  Change in investment contracts with DPF        (2 990)    1 562               
  liabilities                                                                   
  Change in reinsurance provision                (27)       36                  
Fair value adjustments on investment contract   269        1 518               
 liabilities                                                                    
 Fair value adjustments on collective            18         13                  
 investment scheme liabilities                                                  
Depreciation, amortisation and impairment       221        169                 
 expenses                                                                       
 Employee benefit expenses                       1 269      1 145               
 Sales remuneration and distribution costs       1 235      1 127               
Other expenses                                  1 011      774                 
 Expenses                                        7 624      15 153              
                                                                                
 Results of operations                           (156)      2 485               
Share of (loss)/profit of associates            (2)        5                   
 Share of loss of joint venture                  (26)       -                   
 Finance costs                                   (188)      (174)               
 (Loss)/profit before tax                        (372)      2 316               
Income tax credits/(expenses)                   77         (788)               
 Earnings                                        (295)      1 528               
                                                                                
 Attributable to:                                                               
Equity holders of group                         (319)      1 503               
 Minority interests                              24         25                  
                                                 (295)      1 528               
(10) Fee income consists of the following:                                      
Investment contracts: R174 million (2007: R97 million)                      
    Trust and fiduciary services: R144 million (2007: R93 million)              
    Other fee income: R833 million (2007: R713 million)                         
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
RECONCILIATION OF        Basic earnings         Diluted earnings               
 HEADLINE EARNINGS                                                              
 attributable to equity                                                         
 holders of group                                                               
12 mths to  12 mths to 12 mths to  12 mths to         
                          31.12.2008  31.12.2007 31.12.2008  31.12.2007         
                          Rm          Rm         Rm          Rm                 
 Earnings                 (319)       1 503      (319)       1 503              
Finance costs -                                 138         124                
 preference shares                                                              
 Diluted earnings                                (181)       1 627              
 Goodwill impairment      44                     44                             
Headline earnings (11)   (275)       1 503      (137)       1 627              
 Net realised and fair    603         (719)      603         (719)              
 value losses/(gains) on                                                        
 excess                                                                         
Basis and other changes  580         64         580         64                 
 and investment variances                                                       
 Employee benefit assets  (37)        (48)       (37)        (48)               
 Dilutory effect of                              1           6                  
subsidiaries (12)                                                              
 Investment income on                            1           13                 
 treasury shares -                                                              
 contract holders (13)                                                          
STC on special dividend              60                     60                 
 Core headline            871         860        1 011       1 003              
 earnings (14)                                                                  
(11) Headline earnings consist of operating profit, investment income, net      
realised and fair value gains, investment variances, basis and other        
    changes and the first-time recognition of an employee benefit asset         
(12) Metropolitan Health and Metropolitan Kenya are consolidated at 100% in     
    the results.  For the purposes of diluted core headline earnings,           
minority interests and investment returns are reinstated.                   
(13) For diluted core headline earnings, treasury shares held on behalf of      
    contract holders are deemed to be issued.  For diluted earnings and         
    headline earnings, these shares are deemed to be cancelled.                 
(14) Net realised and fair value gains on investment assets, investment         
    variances and basis and other changes can be volatile; therefore core       
    headline earnings have been disclosed that comprise operating profit and    
    investment income on shareholder assets.                                    
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 EARNINGS PER SHARE (cents)                        12 mths to 12 mths to        
 attributable to equity holders of group           31.12.2008 31.12.2007        
 Basic                                                                          
Core headline earnings                            167.18     160.15            
 Headline earnings                                 (52.78)    279.89            
 Earnings                                          (61.23)    279.89            
 Weighted average number of shares (million)       521        537               
Diluted                                                                        
 Core headline earnings                            151.12     142.27            
 Weighted average number of shares (million)       669        705               
 Headline earnings                                 (20.48)    232.43            
Earnings                                          (27.06)    232.43            
 Weighted average number of shares (million)       669        700               
 DIVIDENDS                                              2008    2007            
 Ordinary listed shares (cents per share)                                       
Interim                                                40.00   36.00           
 Final                                                  55.00   59.00           
 Total                                                  95.00   95.00           
                                                                                
DIVIDENDS                                                                      
                                                                                
 Convertible redeemable preference shares  A1       A2          A3              
 Paid - 31 March 2007           Rate       13.5%    125.00 cps  13.3%           
Rm         26       16          21              
 Paid - 30 September 2007       Rate       14.4%    36.00 cps   15.6%           
                                Rm         27       5           24              
 Paid - 31 March 2008           Rate       16.1%    59.00 cps   18.0%           
Rm         31       8           28              
 Paid - 30 September 2008       Rate       16.9%    40.00 cps   18.7%           
                                Rm         32       5           29              
 Payable - 31 March 2009        Rate       16.8%    55.00 cps   19.0%           
Rm         33       7           30              
 Redemption value (per share)   R          5.12     9.18        9.18            
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 ANALYSIS OF DILUTED CORE HEADLINE EARNINGS       12 mths to 12 mths to         
31.12.2008 31.12.2007         
                                                  Rm         Rm                 
                                                                                
 Retail business                                  448        460                
Operating profit                                 612        622                
 Tax                                              (164)      (162)              
 Corporate business                               153        176                
 Operating profit                                 211        248                
Tax                                              (58)       (72)               
 International business                           94         110                
 Operating profit                                 107        116                
 Tax                                              (13)       (6)                
Asset management business                        65         70                 
 Operating profit                                 92         96                 
 Tax                                              (27)       (26)               
 Health business                                  100        64                 
Operating profit                                 142        116                
 Tax                                              (42)       (52)               
 Shareholder capital                              151        123                
 Holding company expenses                         (55)       (58)               
Strategic ventures                               (78)       (44)               
 Investment income on shareholder excess          501        384                
 Income tax on investment income                  (217)      (159)              
                                                                                
Diluted core headline earnings                   1 011      1 003              
 RESULTS OF OPERATIONS FROM  Net      Expenses  Results of operations           
 ADMINISTRATION BUSINESS     income                                             
 (gross of minority                                                             
interests and before                                                           
 finance costs and tax)                                                         
                                                12 mths to   12 mths to         
                                                31.12.2008   31.12.2007         
Rm       Rm        Rm           Rm                 
                                                                                
 Health business             823      (682)     141          111                
 Asset administration        114      (58)      56           62                 
Asset management            119      (82)      37           35                 
 Metropolitan Card           40       (88)      (48)         (22)               
 Operations                                                                     
                             1 096    (910)     186          186                
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY    12 mths to  12 mths to          
                                                31.12.2008  31.12.2007          
                                                Rm          Rm                  
Changes in share capital                                                       
 Balance at beginning                           19          (136)               
 Staff share scheme shares released             31          105                 
 Decrease in treasury shares held on behalf of  1           50                  
contract holders                                                               
 Balance at end                                 51          19                  
                                                                                
 Changes in other reserves                                                      
Balance at beginning                           495         413                 
 Total recognised income                        36          70                  
  Revaluation of land and buildings             24          65                  
  Foreign currency translation differences      12          5                   
Employee share schemes - value of services     4           12                  
 provided                                                                       
 Transfer to retained earnings                  (3)         -                   
 Balance at end (15)                            532         495                 

 Changes in retained income                                                     
 Balance at beginning                           6 303       6 417               
 Earnings for period                            (319)       1 503               
Dividend paid                                  (520)       (926)               
 Shares repurchased                             (203)       (691)               
 Transfer from other reserves                   3           -                   
 Balance at end                                 5 264       6 303               

 Capital and reserves attributable to equity    5 847       6 817               
 holders                                                                        
                                                                                
Changes in minority interests                                                  
 Balance at beginning                           124         109                 
 Total recognised income                        28          26                  
  Earnings for period                           24          25                  
Foreign currency translation differences      4           1                   
 Dividend paid                                  (12)        (49)                
 Other                                          1           38                  
 Balance at end                                 141         124                 

 Total equity                                   5 988       6 941               
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
(15) Other reserves consist of the following:                                   
Land and buildings revaluation reserve: R182 million (2007: R161            
    million)                                                                    
    Foreign currency translation reserve: R1 million (2007: (R11 million))      
    Fair value reserve: R53 million (2007: R50 million)                         
Non-distributable reserve: R296 million (2007: R295 million)                
 CONSOLIDATED CASH FLOW STATEMENT                12 mths to  12 mths to         
                                                 31.12.2008  31.12.2007         
                                                 Rm          Rm                 

 Net cash inflow from operating activities       1 455       3 166              
 Net cash outflow from investing activities      (163)       (115)              
 Net cash outflow from financing activities      (760)       (1 668)            
Net cash flow                                   532         1 383              
 Effect of foreign exchange rate changes         4           4                  
 Cash resources at beginning                     8 274       6 887              
 Cash resources at end                           8 810       8 274              
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 SEGMENT REPORT                                       12 mths to  12 mths to    
                                                      31.12.2008  31.12.2007    
                                                      Rm          Rm            

 Revenue                                                                        
 Premiums received                                    11 855      11 667        
  Retail                                              7 931       6 726         
Corporate                                           2 899       3 947         
  Health                                              19          19            
  International                                       1 006       975           
 Fee income                                           1 151       903           
Retail                                              144         93            
  Corporate                                           92          57            
  Asset management                                    220         217           
  Health                                              787         683           
International                                       34          12            
  Shareholder capital                                 11          11            
  Inter-segment fee income                            (137)       (170)         
                                                                                
Expenses                                                                       
 Payments to contract holders                         9 795       7 575         
  Retail                                              5 013       4 180         
  Corporate                                           4 141       2 712         
Health                                              16          17            
  International                                       625         666           
 Other expenses                                       3 924       3 389         
  Retail                                              2 415       1 987         
Corporate                                           325         312           
  Asset management                                    141         133           
  Health                                              664         587           
  International                                       381         305           
Shareholder capital                                 119         256           
  Inter-segment expenses                              (121)       (191)         
                                                                                
1.   The South African operations are segregated into retail, corporate,        
asset management, health and shareholder capital.  The international        
    companies - Botswana, Ghana, Kenya, Lesotho, Mauritius, Namibia, Nigeria    
    and Swaziland - are all managed as a single operating segment.              
2.   Segment assets did not change materially from 31 December 2007, except     
for market-related movements.                                               
3.   Other segment information used to assess the performance of the            
    operating segments is disclosed throughout the results and includes,        
    diluted core headline earnings, new business premiums, value of new         
business and profitability of new business as a % of APE.                   
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
4.   Shareholder capital expenses are net of first-time recognition of          
    employee benefit assets and the movements in employee benefit assets not    
being utilised by the group.                                                
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 EMBEDDED VALUE                               31.12.2008  31.12.2007            
                                              Rm          Rm                    

 Reporting excess - long-term insurance       4 913       5 715                 
 business                                                                       
 Disregarded assets (16)                      (177)       (124)                 
Dilutory effect of subsidiaries  (17)        (7)         (8)                   
 Reclassification from non-covered            7           (7)                   
 business                                                                       
 Diluted net asset value - covered            4 736       5 576                 
business                                                                       
 Net value of in-force business               4 161       4 249                 
  Individual life                             3 501       3 430                 
    Gross value of in-force business          3 864       3 871                 
Less cost of capital                      (363)       (441)                 
  Employee benefits                           660         819                   
    Gross value of in-force business          842         945                   
    Less cost of capital                      (182)       (126)                 

                                                                                
 Diluted embedded value - covered             8 897       9 825                 
 business                                                                       

 Non-covered business                                                           
  Net assets - other businesses               934         1 102                 
  Reclassification to covered business        (7)         7                     
Consolidation adjustments                   (121)       (109)                 
  Adjustments for dilution                    1 029       1 072                 
    Dilutory effect of subsidiaries (17)      88          81                    
    Staff share scheme loans                  91          141                   
Treasury shares held on behalf of         9           13                    
    contract holders                                                            
    Liability - convertible redeemable        841         837                   
    preference shares                                                           

  Diluted net asset value - non-covered       1 835       2 072                 
  business                                                                      
  Net value of in-force business              598         540                   
Asset management                            280         257                   
  Health                                      664         666                   
  Holding company expenses(18)                (346)       (383)                 
                                                                                
Diluted embedded value - non-covered         2 433       2 612                 
 business                                                                       
                                                                                
 Diluted adjusted net asset value             6 571       7 648                 
Value of in-force business                   4 759       4 789                 
 Diluted embedded value                       11 330      12 437                
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 EMBEDDED VALUE                               31.12.2008  31.12.2007            
Rm          Rm                    
                                                                                
 Required capital - covered business          3 813       3 554                 
 (adjusted for qualifying debt)                                                 
Surplus capital - covered business           923         2 022                 
 Diluted embedded value per share (cents)     1 709       1 832                 
 Diluted net asset value per share            991         1 126                 
 (cents)                                                                        
Diluted number of shares in issue            663         679                   
 (million) (19)                                                                 
(16) Disregarded assets as disclosed in the statement of actuarial values of    
    assets and liabilities are adjusted for internally developed software,      
receivables older than 12 months and recognised employee benefit assets.    
(17) For accounting purposes, Metropolitan Health and Metropolitan Kenya have   
    been consolidated at 100% in 2007 and 2008 in the balance sheet.  For       
    embedded value purposes, disclosed on a diluted basis, the minority         
interests and related funding have been reinstated.                         
(18) The holding company expenses reflect the present value of projected        
    recurring expenses of that company.                                         
(19) The diluted number of shares in issue takes into account all issued        
shares, assuming conversion of the convertible redeemable preference        
    shares and the release of staff share scheme shares, and includes the       
    treasury shares held on behalf of contract holders.                         
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
EMBEDDED VALUE ATTRIBUTABLE TO   Net     Value   31.12.2008  31.12.2007        
 GROUP                            asset   of in-                                
                                  value   force                                 
                                  Rm      Rm      Rm          Rm                

 Covered business                                                               
 Metropolitan Life Ltd            4 142   3 567   7 709       8 769             
 Metropolitan Odyssey             35      -       35          34                
Union Life                       34      11      45          41                
 International                    525     583     1 108       981               
  Metropolitan Life               58      -       58          50                
  International                                                                 
Metropolitan Namibia            169     299     468         417               
  Metropolitan Botswana           125     69      194         178               
  Metropolitan Lesotho            113     202     315         307               
  Metropolitan Kenya              13      3       16          17                
Metropolitan Ghana              -       8       8           12                
  Metropolitan Swaziland          12      -       12          -                 
  Metropolitan Nigeria            35      2       37          -                 
                                                                                
Total covered business           4 736   4 161   8 897       9 825             
                                                                                
 Non-covered business                                                           
 Asset management                 97      280     377         394               
Metropolitan Health Group        259     664     923         831               
 Metropolitan Holdings (after     1 479   (346)   1 133       1 387             
 consolidation adjustments)                                                     
 Total non-covered business       1 835   598     2 433       2 612             

 Total embedded value             6 571   4 759   11 330      12 437            
 Diluted net asset value - non-   (1 835)                                       
 covered business                                                               
Disregarded assets               177                                           
 Reporting excess - long-term     4 913                                         
 insurance business                                                             
                                                                                
-    The value of the health business is net of R54 million at 31.12.2007,      
    being the total liability in respect of the option held by MHG              
    management.  The liability was settled during February 2008.                
-    Net of minority interests.                                                 
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 VALUE OF NEW BUSINESS                             12 mths to  12 mths to       
                                                   31.12.2008  31.12.2007       
                                                   Rm          Rm               

 Retail business                                   211         119              
  Gross value of new business                      223         125              
  Less: Cost of capital                            (12)        (6)              
Corporate business                                20          46               
  Gross value of new business                      31          55               
  Less: Cost of capital                            (11)        (9)              
 International business                            17          15               
Gross value of new business                      17          15               
  Less: Cost of capital                            (0)         (0)              
                                                                                
 Value of covered new business                     248         180              
Value of non-covered new business                 123         156              
 Asset management                                  39          35               
 Health                                            84          121              
                                                                                
Total value of new business                       371         336              
-    2008 and 2007 results exclude Metropolitan Ghana, Metropolitan Kenya and   
    Metropolitan Nigeria and Metropolitan Swaziland as these businesses were    
    in start-up phase.  The 2007 also excludes results for Union Life as the    
company was acquired late in 2007.                                          
-    Net of minority interests.                                                 
-    Due to rounding, the cost of capital for the international business is     
    less than R1 million.                                                       
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 NEW BUSINESS PREMIUMS - COVERED BUSINESS         12 mths to 12 mths to         
                                                  31.12.2008 31.12.2007         
                                                  Rm         Rm                 

 Recurring premiums                                                             
  Retail business                                 961        804                
  Corporate business                              210        207                
International business                          107        91                 
                                                  1 278      1 102              
                                                                                
 Single premiums                                                                
Retail business                                 3 239      2 519              
  Corporate business                              979        2 154              
  International business                          96         121                
                                                  4 314      4 794              

 Annual premium equivalent (APE)                  1 709      1 581              
  Retail business                                 1 285      1 056              
  Corporate business                              308        422                
International business                          116        103                
                                                                                
 Present value premiums (PVP)                     10 354     10 068             
  Retail business                                 7 426      6 033              
Corporate business                              2 431      3 613              
  International business                          497        422                
                                                                                
-    2008 and 2007 exclude Metropolitan Ghana (2008: R13 million; 2007: R9      
million APE), Metropolitan Kenya (2008: R2 million; 2007: R4 million        
    APE), Metropolitan Nigeria (2008: R14 million) and Metropolitan             
    Swaziland (2008: R2 million) as these businesses are in start-up phase.     
    2007 excludes results for Union Life as the company was acquired late in    
2007.                                                                       
-    Net of minority interests.                                                 
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 PROFITABILITY OF NEW BUSINESS - COVERED        12 mths to  12 mths to          
BUSINESS                                       31.12.2008  31.12.2007          
                                                                                
 % of APE                                       14.5        11.4                
 Retail business                                16.4        11.3                
Corporate business                             6.5         10.9                
 International business                         14.7        14.6                
                                                                                
 % of PVP                                       2.4         1.8                 
Retail business                                2.8         2.0                 
 Corporate business                             0.8         1.3                 
 International business                         3.4         3.6                 
                                                                                
SOURCE OF NEW BUSINESS PRODUCTION   31.12.2008       31.12.2007                
 - COVERED BUSINESS                                                             
 Individual life - insurance and                                                
 investment business                                                            
APE    Total     APE    Total              
                                     %      premium % %      premium %          
                                                                                
 Tied agents and personal financial  39     31        36     26                 
advisors                                                                       
 Brokers                             27     36        25     25                 
 Wholesale and credit life           20     7         21     8                  
 Third party business                5      19        9      34                 
International                       9      7         9      7                  
 PRINCIPAL ASSUMPTIONS (South Africa) (20)            31.12.2008  31.12.2007    
                                                      %           %             
                                                                                
Pre-tax investment return                                                      
  Equities                                            11.0        10.5          
  Properties                                          8.5         10.5          
  Government stock                                    7.5         8.5           
Cash                                                6.5         6.5           
 Risk discount rate (RDR) (21)                        10.0        10.3          
 Investment return (before tax) - smoothed bonus      9.8         9.9           
 Expense inflation rate                               4.3         5.3           
(20) The principal assumptions relate only to the South African life            
    insurance business.  Assumptions relating to international life             
    insurance businesses are based on local requirements and can differ from    
    the South African assumptions.                                              
(21) The 2007 RDR has been restated to comply with PGN 107 (Embedded value      
    reporting).                                                                 
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 MINORITY INTERESTS                              31.12.2008  31.12.2007         
%           %                  
                                                                                
 Metropolitan Health Group                       17.6        17.6               
 Union Life                                      50.0        50.0               
Metropolitan Namibia                            18.0        19.0               
 Metropolitan Botswana                           24.2        24.2               
 Metropolitan Kenya                              33.3        33.3               
 Metropolitan Ghana                              40.0        40.0               
Metropolitan Nigeria                            50.0        50.0               
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 LONG-TERM INSURANCE           In-force business    New business                
 BUSINESS:                                          written                     
SENSITIVITIES -                                                                
 31.12.2008            Net                                                      
                       worth                                                    
                               Net    Gross   Cost  Net    Gross  Cost          
value  value   of    value  value  of            
                                              CAR                 CAR           
                       Rm      Rm     Rm      Rm    Rm     Rm     Rm            
                                                                                
Base value            4 736   4 161  4 706   (545) 248    271    (23)          
                                                                                
   1% increase in              3 862  4 407   (545) 216    239    (23)          
      risk discount                                                             
rate                                                                      
      % change                 (7)    (6)     -     (13)   (12)   -             
   1% reduction in             4 507  5 052   (545) 285    308    (23)          
      risk discount                                                             
rate                                                                      
      % change                 8      7       -     15     14     -             
 10%  increase in              3 869  4 414   (545) 213    236    (23)          
      future expenses                                                           
% change (1)             (7)    (6)     -     (14)   (13)   -             
 10%  decrease in              4 327  4 872   (545) 323    346    (23)          
      lapse, paid-up                                                            
      and surrender                                                             
rates                                                                     
      % change                 4      4       -     30     28     -             
  5%  decrease in              4 305  4 850   (545) 284    306    (23)          
      mortality and                                                             
morbidity for                                                             
      assurance                                                                 
      business                                                                  
      % change                 3      3       -     15     13     -             
5%  decrease in              4 143  4 688   (545) 245    268    (23)          
      mortality for                                                             
      annuity                                                                   
      business                                                                  
% change                 -      -       -     (1)    (1)    -             
   1% reduction in     4 809   4 311  4 823   (512) 284    305    (22)          
      gross                                                                     
      investment                                                                
return,                                                                   
      inflation rate                                                            
      and risk                                                                  
      discount rate                                                             
% change (2)     2       4      2       (6)   15     13     (4)           
   1% reduction in     4 664   4 048  4 560   (512) 216    238    (22)          
      gross                                                                     
      investment                                                                
return only (no                                                           
      change in risk                                                            
      discount rate)                                                            
      % change (2)     (2)     (3)    (3)     (6)   (13)   (12)   (4)           
LONG-TERM INSURANCE           In-force business    New business                
 BUSINESS:                                          written                     
 SENSITIVITIES -       Net                                                      
 31.12.2008            worth                                                    
Net    Gross   Cost  Net    Gross  Cost          
                               value  value   of    value  value  of            
                                              CAR                 CAR           
                       Rm      Rm     Rm      Rm    Rm     Rm     Rm            

 Base value            4 736   4 161  4 706   (545) 248    271    (23)          
                                                                                
                                                                                
1% reduction in     4 900   4 097  4 642   (545) 263    286    (23)          
      inflation rate                                                            
      % change         3       (2)    (1)     -     6      6      -             
 10%  fall in market   4 427   3 926  4 471   (545)                             
value of                                                                  
      equities and                                                              
      properties                                                                
      % change         (7)     (6)    (5)     -                                 
10%  reduction in             4 076  4 621   (545) 234    257    (23)          
      premium                                                                   
      indexation take-                                                          
      up rate                                                                   
% change                 (2)    (2)     -     (6)    (5)    -             
 10%  decrease in non                               281    304    (23)          
      commission                                                                
      related                                                                   
acquisition                                                               
      expenses                                                                  
      % change                                      13     12     -             
    Notes                                                                       
(1)  No corresponding changes in variable policy charges are assumed,       
         although in practice it is likely that these will be modified          
         according to circumstances.                                            
    (2)  Bonus rates are assumed to change commensurately.                      
(3)  The change in the value of cost of CAR is disclosed as nil where       
         the sensitivity test results in an insignificant change in the         
         value.                                                                 
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
ANALYSIS OF CHANGES  Non-     Covered business            2008    2007         
 IN GROUP EMBEDDED    covered                                                   
 VALUE                busi-                                                     
                      ness                                                      
NAV    VoIF   Cost   Total  Total   Total        
                                             of     cover  group   group        
                                             CAR    ed     EV      EV           
                      Rm       Rm     Rm     Rm     Rm     Rm      Rm           

 Profit from new      129      (116)  398    (23)   259    388     352          
 business                                                                       
   Embedded value     123      (116)  387    (23)   248    371     336          
from new business                                                            
   Expected return    6        -      11     -      11     17      16           
   to end of year                                                               
 Profit from          (4)      457    (19)   (43)   395    391     781          
existing business                                                              
   Expected return -  84       -      523    (57)   466    550     540          
   unwinding of RDR                                                             
   Expected (or       -        700    (700)  -      -      -       -            
actual) net of                                                               
   tax profit                                                                   
   transfer to net                                                              
   worth                                                                        
Operating          (94)     130    40     -      170    76      414          
   experience                                                                   
   variances                                                                    
   Operating          6        (373)  118    14     (241)  (235)   (173)        
assumption                                                                   
   changes                                                                      
                                                                                
 Embedded value       125      341    379    (66)   654    779     1 133        
profit from                                                                    
 operations                                                                     
 Investment return    (330)    (9)    -      58     49     (281)   768          
 on net worth                                                                   
Investment           (59)     (345)  (578)  -      (923)  (982)   138          
 variances                                                                      
 Economic assumption  15       79     123    30     232    247     (1)          
 changes                                                                        
Change in risk       -        32     (40)   -      (8)    (8)                  
 margin                                                                         
 Exchange rate        -        10     6      -      16     16      (4)          
 movements                                                                      
Total embedded       (249)    108    (110)  22     20     (229)   2 034        
 value profit                                                                   
 Changes in share     (231)    30                   30     (201)   (691)        
 capital                                                                        
Dividend paid        492      (1                   (1     (539)   (960)        
                               031)                 031)                        
 Finance costs -      (138)                                (138)   (124)        
 preference shares                                                              
PGN 107 restatement                                               (171)        
 Reallocations        (53)     53                   53     -                    
 Change in embedded   (179)    (840)  (110)  22     (928)  (1 107) 88           
 value                                                                          
Time weighted                                             (2.1)   17.8         
 return on embedded                                                             
 value (%)                                                                      
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
ANALYSIS OF VARIANCES AND OPERATING ASSUMPTION CHANGES - 31.12.2008            
 Operating experience variances                                                 
  Other            Negative variances from losses or a reduction in             
  businesses       profit margins in certain of the non-life companies.         
Long-term insurance business                                                  
     Net asset     Positive contribution from higher than expected              
     value (NAV)   mortality profits and profit from the employee benefit       
                   asset partially offset by negative variances from            
higher than expected lapses and expenses.                    
     Value of in   Positive contributions from mortality profits.               
     force (VoIF)                                                               
 Operating assumption changes                                                   
Other business   Positive contribution from the reduction in the              
                   corporate tax rate from 29% to 28%.                          
  Long-term insurance business                                                  
     Net asset     Negative change from the strengthening of lapse basis        
value (NAV)   at longer durations for grouped individual business.         
                   Negative change from an increase in the assumed per          
                   policy expense for individual life contracts.                
                   Positive change in respect of the assumed mortality on       
certain lines of business.                                   
     Value of in   Positive contribution mainly from the reduction in the       
     force (VoIF)  transfer tax rate from 29% to 28%.  Negative change          
                   due to an increase in the assumed future expenses of         
the corporate business.                                      
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 FUNDS RECEIVED FROM CLIENTS                      12 mths to  12 mths to        
                               Gross    Gross     31.12.2008  31.12.2007        
inflow   outflow   Net inflow  Net inflow        
                               Rm       Rm        Rm          Rm                
                                                                                
 Retail business               7 931    (5 011)   2 920       2 546             
Corporate business            2 899    (4 142)   (1 243)     1 235             
 International business        1 006    (624)     382         309               
 Long-term insurance business  11 836   (9 777)   2 059       4 090             
 cash flows                                                                     
Health business               14 494   (12 657)  1 837       1 364             
 Asset administration business 21 074   (17 753)  3 321       6 708             
 Asset management business     1 722    (763)     959         222               
 Corporate business            159      -         159         78                
Total funds received from     49 285   (40 950)  8 335       12 462            
 clients                                                                        
 PREMIUMS RECEIVED                                12 mths to 12 mths to         
                                                  31.12.2008 31.12.2007         
Rm         Rm                 
                                                                                
 Recurring premiums                               7 472      6 913              
  Retail business                                 4 689      4 288              
Corporate business                              1 924      1 793              
  International business                          859        832                
 Single premiums                                  4 364      4 735              
  Retail business                                 3 242      2 438              
Corporate business                              975        2 154              
  International business                          147        143                
 Capitation contracts - health business           19         19                 
 Segment premiums received                        11 855     11 667             
Adjustment for premiums received from            (1 706)    (3 069)            
 investment contract holders                                                    
 Transfers between insurance, investment and      256        117                
 investment with DPF contracts                                                  
Net insurance premiums per income statement      10 405     8 715              
-    Excluding premiums received in Nigeria.                                    
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 PAYMENTS TO CONTRACT HOLDERS                     12 mths to 12 mths to         
31.12.2008 31.12.2007         
                                                  Rm         Rm                 
                                                                                
 Individual life                                  5 475      4 659              
Death and disability claims                     1 084      952                
  Maturity claims                                 1 710      1 417              
  Annuities                                       664        581                
  Withdrawal benefits                             156        7                  
Surrenders                                      1 977      1 795              
  Re-insurance recoveries                         (116)      (93)               
 Employee benefits                                4 304      2 899              
  Death and disability claims                     1 191      886                
Maturity claims                                 211        136                
  Annuities                                       695        614                
  Withdrawal benefits                             378        469                
  Terminations                                    508        106                
Disinvestments                                  1 538      837                
  Re-insurance recoveries                         (217)      (149)              
 Capitation contracts                             16         17                 
 Total payments to contract holders               9 795      7 575              
Adjustment for payments to investment contract   (1 982)    (1 460)            
 holders                                                                        
 Transfers between insurance, investment and      256        117                
 investment with DPF contracts                                                  
Net insurance benefits and claims per income     8 069      6 232              
 statement                                                                      
-    Segment information is disclosed in the segment report and reconciles to   
    total payments to policyholders.                                            
-    Excluding payments to contract holders in Nigeria.                         
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 NUMBER OF EMPLOYEES                            31.12.2008  31.12.2007          
                                                                                
Indoor staff                                   5 256       4 866               
  Insurance companies                           2 751       2 573               
    Retail                                      1 280       1 305               
    Union Life                                  107         -                   
Cover2Go                                    16          7                   
    Employee benefits                           400         359                 
    International                               425         381                 
    Group services                              523         521                 
Metropolitan Health Group                     2 108       1 956               
  Asset management                              81          75                  
  Asset administration                          77          69                  
  Metropolitan Card Operations                  34          42                  
Metropolitan Retirement Administrators        139         132                 
  DirectFin Solutions                           47          -                   
  Holding company                               19          19                  
 Field staff                                    3 794       3 409               
Retail                                        2 713       2 554               
  Union Life                                    173         -                   
  DirectFin Solutions                           79          -                   
  International                                 829         855                 

 Total                                          9 050       8 275               
-    2007 excludes employees for Union Life and DirectFin Solutions as the      
    companies were acquired late in 2007.                                       
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 ANALYSIS OF EXPENSES                             12 mths to 12 mths to         
                                                  31.12.2008 31.12.2007         
                                                  Rm         Rm                 

 Depreciation, amortisation and impairment        221        169                
 expenses                                                                       
 Employee benefit expenses                        1 269      1 145              
Sales remuneration and distribution costs        1 235      1 127              
 Other expenses                                   1 011      774                
 Finance costs                                    188        174                
 Total expenses                                   3 924      3 389              

 Long-term insurance business                     2 979      2 598              
  Management expenses                             1 656      1 288              
    Administration expenses                       1 416      1 165              
Distribution costs                            240        123                
  Sales remuneration                              994        1 001              
  Asset management fees                           209        242                
  Direct property expenses                        120        67                 
Administration business                          888        787                
 Finance costs - preference shares and            186        170                
 subordinated redeemable debt                                                   
 Holding company                                  63         65                 
Employee benefit assets                          (75)       (51)               
 Consolidation adjustments                        (117)      (180)              
 Total expenses                                   3 924      3 389              
-    Segment information is disclosed in the segment report.                    
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 ASSETS UNDER MANAGEMENT                          31.12.2008  31.12.2007        
                                                  Rm          Rm                
                                                                                
Intangible assets                                525         562               
 Owner-occupied properties                        678         592               
 Property and equipment                           186         233               
 Investment properties                            3 031       2 710             
Investment in associates                         663         405               
 Investment in joint venture                      35          61                
 Employee benefit assets                          248         177               
 Financial assets                                 53 692      60 314            
Equity securities                               21 167      31 990            
  Debt securities                                 15 968      14 268            
  Funds on deposit and other money market         3 409       2 150             
  instruments                                                                   
Unit-linked investments                         10 256      9 863             
  Derivative financial instruments                1 764       850               
  Loans and receivables                           1 128       1 193             
 Insurance and other receivables                  1 507       1 476             
Deferred income tax                              12          15                
 Reinsurance contracts                            212         179               
 Current income tax assets                        14          -                 
 Cash and cash equivalents                        8 810       8 274             
Non-current assets held for sale                 -           185               
 Total on-balance sheet assets                    69 613      75 183            
 Collective investments                           18 832      18 403            
 Health                                           4 624       4 091             
Asset management - segregated assets             3 238       2 950             
 Employee benefits - segregated assets            1 550       1 392             
 Total assets under management                    97 857      102 019           
 ANALYSIS OF ASSETS BACKING GROUP EXCESS  31.12.2008      31.12.2007            
Rm      %       Rm      %             
                                                                                
 Equity securities                        2 504   42.8    3 575   52.4          
 Collective investment schemes            629     10.8    1 325   19.4          
Debt securities                          295     5.0     523     7.7           
 Owner-occupied properties                671     11.5    592     8.7           
 Investment properties                    286     4.9     103     1.5           
 Cash and cash equivalents                2 100   35.9    1 490   21.9          
Goodwill                                 209     3.6     244     3.6           
 Other net assets                         495     8.5     303     4.4           
                                          7 189   123.0   8 155   119.6         
 Redeemable preference shares             (841)   (14.4)  (837)   (12.3)        
Subordinated redeemable debt             (501)   (8.6)   (501)   (7.3)         
 Excess - group per reporting basis       5 847   100.0   6 817   100.0         
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 GROUP EXCESS - TOP 10 EQUITY HOLDINGS  31.12.2008      31.12.2007              
Rm      %       Rm      %               
                                                                                
 MTN Group Ltd                          192     7.6     293     8.2             
 FirstRand Ltd                          132     5.3     130     3.7             
Billiton Plc                           125     5.0     182     5.0             
 Impala Platinum Holdings Ltd           122     4.9     157     4.4             
 Standard Bank Group Ltd                115     4.6     211     5.9             
 Sasol Ltd                              100     4.0     167     4.7             
Anglo American Plc                     90      3.6     133     3.7             
 Imperial Holdings Ltd                  78      3.1     111     3.1             
 Compagnie Financiere Richemont         70      2.8     -       -               
 RMB Holdings                           60      2.4     -       -               
Remgro Plc                             -       -       70      2.0             
 Nedbank Group Ltd                      -       -       90      2.5             
                                        1 084   43.3    1 544   43.2            
 Total equities backing excess          2 504   100.0   3 575   100.0           
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
 STOCK EXCHANGE PERFORMANCE       2008      2007      2006      2005            
 12 month period                                                                
 Value of listed shares traded    4 718     7 024     5 614     3 347           
(rand million) (23)                                                            
 Volume of listed shares traded   392       456       442       315             
 (million) (23)                                                                 
 Shares traded (% of average      71.1      79.7      75.0      51.1            
listed shares in issue) (23)                                                   
 Value of shares traded - life    93.0      108.0     81.9      70.0            
 insurance (J857  - Rbn)                                                        
 Value of shares traded - top 40  2 687.7   2 328.0   1 735.0   1 028.2         
index (J200  - Rbn)                                                            
 Trade prices                                                                   
  Highest (cents per share)       1 520     1 691     1 581     1 220           
  Lowest (cents per share)        890       1 314     1 020     950             
Last sale of period (cents per  1 080     1 509     1 500     1 185           
  share)                                                                        
 Percentage (%) change during     (28.43)   36.04     38.25     19.70           
 period (24)                                                                    
Percentage (%) change - life     (50.18)   3.11      28.18     21.18           
 insurance sector (J857)                                                        
 Percentage (%) change - top 40   (25.93)   16.11     37.53     44.12           
 index (J200)                                                                   
31 December                                                                    
 Price/diluted core headline      7.15      10.61     13.28     12.35           
 earnings ratio                                                                 
 Dividend yield % (dividend on    8.80      6.30      5.13      5.32            
listed shares)                                                                 
 Dividend yield % - top 40 index  4.27      2.39      2.06      2.24            
 (J200)                                                                         
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
STOCK EXCHANGE PERFORMANCE       2008      2007      2006      2005            
 Total shares issued (million)                                                  
  Listed on JSE                   542       559       585       594             
    Ordinary shares               538       553       578       587             
Share incentive scheme        4         6         7         7               
  Unlisted - share purchase       14        23        41        48              
  scheme                                                                        
  Total ordinary shares in issue  556       582       626       642             
Treasury shares held by         (16)      (26)      (27)      -               
  subsidiary                                                                    
  Treasury shares held on behalf  (1)       (1)       (13)      (22)            
  of contract holders                                                           
Adjustment to staff share       (17)      (26)      (47)      (50)            
  scheme shares (25)                                                            
    Share incentive scheme        (4)       (4)       (7)       (5)             
    Share purchase scheme         (13)      (22)      (40)      (45)            

  Basic number of shares in       522       529       539       570             
  issue                                                                         
  Adjustment to staff share       17        26        47        50              
scheme shares                                                                 
  Treasury shares held on behalf  1         1         13        22              
  of contract holders                                                           
  Convertible redeemable          123       123       123       123             
preference shares                                                             
  Diluted number of shares in     663       679       722       765             
  issue (26)                                                                    
 Market capitalisation at end     7.16      10.25     10.83     9.07            
(Rbn) (27)                                                                     
 Percentage (%) of life insurance 7.05      4.93      5.45      6.83            
 sector                                                                         
(23) 31.12.2008 is net of 16 million shares acquired for R200 million as part   
of a share buy-back programme (31.12.2007: 44 million shares acquired       
    for R690 million; 31.12.2006: 42 million shares acquired for R558           
    million; 31.12.2005: 22 million shares acquired for R242 million).          
(24) 2007 has been adjusted for the special dividend of 77 cents per share      
paid in April, while both 2006 and 2005 have been adjusted for a capital    
    reduction of 100 cents.                                                     
(25) These are shares which have been issued since 1 January 2001, the date     
    on which the group adopted AC133 (now IAS39).                               
METROPOLITAN HOLDINGS - GROUP RESULTS                                           
(26) The diluted number of shares in issue takes into account all issued        
    shares, assuming conversion of the convertible redeemable preference        
    shares and the release of staff share scheme shares, and includes the       
treasury shares held on behalf of contract holders.                         
(27) The market capitalisation is calculated on the fully diluted number of     
    shares in issue.                                                            
Date: 11/03/2009 08:00:08 Produced by the JSE SENS Department.                  
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