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Thu 9 Mar 2006, 8:06 Sanlam Group - Audited results for the year ended
SLM
 SLM                                                                             
Sanlam Group - Audited results for the year ended 31 December 2005              
SANLAM GROUP                                                                    
REGISTERED NAME: SANLAM LIMITED                                                 
JSE SHARE CODE: SLM                                                             
REGISTRATION NUMBER 1959/001562/06)                                             
NSX SHARE CODE: SLA                                                             
ISIN number: ZAE000070660                                                       
Audited results for the year ended 31 December 2005                             
Contents                                                                        
Overview                                                                        
Key features                                                                    
Salient results                                                                 
Executive review                                                                
Comments on the results                                                         
Financial statements                                                            
Group balance sheet                                                             
Group income statement                                                          
Group statement of changes in equity                                            
Group cash flow statement                                                       
Shareholders" fund information                                                  
Abridged shareholders" fund balance sheet - FV                                  
Abridged shareholders" fund balance sheet - NAV                                 
Reconciliation of earnings to segmental analysis                                
Notes to the financial statements                                               
Adjusted headline earnings - LTRR                                               
Accounting policies and actuarial basis                                         
Adoption of IFRS                                                                
Transitional provisions                                                         
Changes in accounting policies                                                  
IFRS reconciliation of equity and earnings                                      
Embedded value                                                                  
Administration                                                                  
Sanlam Group Results 2005                                                       
Key features                                                                    
Earnings                                                                        
Headline earnings per share up 99%                                              
Core earnings per share up 25%                                                  
Business Flows                                                                  
Total new business volumes up 23% to R73 billion                                
Investment inflows up 29% to R53 billion                                        
Net fund inflows of R15 billion                                                 
Embedded Value                                                                  
Embedded value per share 1 615 cents                                            
Return on embedded value per share 24,4%                                        
Embedded value of new life business R291 million                                
New business embedded value margin 13,5%                                        
Dividend per share up 30% to 65 cents                                           
Capital management                                                              
Disposal of shareholding in Absa realised some R10 billion                      
13% of issued shares successfully bought back for R4.4 billion                  
SALIENT FEATURES                                                                
for the year ended 31 December 2005            2005      2004                   
SANLAM LIMITED GROUP                                                            
Earnings:                                                                       
Result from financial services      R million  2 300     1 812    27%           
after tax                                                                       
Core earnings (1)                   R million  3 280     2 659    23%           
Headline earnings (2)               R million  5 813     2 963    96%           
Net result from financial services  cents      90,9      70,5     29%           
per share                                                                       
Core earnings per share (1)         cents      129,7     103,4    25%           
Headline earnings per share (2)     cents      229,8     115,3    99%           
Group administration cost ratio (3) %          29,1      31,4                   
Group operating margin (4)          %          20,7      21,6                   
Dividend per share                  cents      65        50       30%           
Business volumes:                                                               
New business volumes                R million  73 481    59 852   23%           
Net fund flows                      R million  15 168    16 591                 
Value of new business               R million  291       321      -9%           
Life insurance new business APE (5) R million  2 153      1 958   10%           
Value of new business margin (6)    %          13,5      16,4                   
EMBEDDED VALUE:                                                                 
Embedded value                      R million  38 204    36 633   4%            
Embedded value per share            cents      1 615     1 344    20%           
Growth from life business           %          22,3      26,5                   
Return on embedded value per share  %          24,4      22,6                   
(7)                                                                             
SANLAM LIFE INSURANCE LIMITED                                                   
Shareholders" fund                  R million  27 314    26 308   4%            
Capital adequacy requirements (CAR) R million  5 375     6 550    -18%          
CAR covered by prudential capital   times      3,9       3,6      8%            
Notes                                                                           
Core earnings = net result from financial services and net investment income    
(including dividends received from associates).                                 
Headline earnings = core earnings, net investment surpluses, secondary tax on   
companies and equity-accounted headline earnings less dividends received from   
associates.                                                                     
Administration costs as a percentage of financial services income earned by the 
shareholders" fund less sales remuneration.                                     
Result from financial services as a percentage of financial services income     
earned by the shareholders" fund less sales remuneration.                       
APE = annual premium equivalent and is equal to new recurring premiums          
(excluding indexed growth premiums) plus 10% of single premiums.                
Value of new business margin = value of new business as a percentage of life    
insurance new business APE.                                                     
Growth in embedded value per share (with dividends paid, capital movements and  
cost of treasury shares acquired reversed) as a percentage of embedded value per
share at the beginning of the period.                                           
The above is extracted from segmental information, except for embedded value    
results.                                                                        
EXECUTIVE REVIEW                                                                
Overview                                                                        
By any measure, South Africa had an epic year. A stable interest rate and a     
strong rand, falling inflation figures and positive assessments of emerging     
markets by international investors, saw the South African economy expand at a   
rate of 5%, its fastest pace since 1984. At the same time, the rampant equity   
bull market pushed the JSE all-share index to all-time highs, while the property
market continued to grow, albeit at a more subdued rate than that experienced   
during the preceding few years.                                                 
The 2005 financial year was spent converting aspiration into reality.           
Significant headway was made in terms of the implementation of our strategy     
towards capital efficiency, realignment of core businesses and growth           
initiatives.                                                                    
Sanlam achieved strong overall results in 2005. Headline earnings improved by   
99% to 229.8 cents per share while Core earnings per share are up 25% to 129.7  
cents per share. Total new business fund inflows for the Group operations       
amounted to R73.5 billion, an improvement of 23% on 2004. Net fund inflows of   
R15.2 billion are only marginally down on the R16.6 billion recorded in 2004.   
The embedded value of new life business written was some 9% lower at R291       
million but was compensated for by the growth in value of new non-life business.
Delivering on strategy                                                          
The evolution of Sanlam into a balanced financial services enterprise took shape
during 2005.The disposal of Sanlam"s shareholding in ABSA realised some R10     
billion, with the intention to redeploy some R7 billion deemed as being in      
excess of the Group"s capital requirements. A successful share buy back         
programme resulted in 13% of Sanlam"s shares in issue being acquired for R4.4   
billion at an average price of R12.39 per share. Capital invested in support of 
Sanlam"s growth strategy included the acquisition of shares in African Life     
Assurance Company for some R2.6 billion, as well as a controlling interest in   
Channel Life for R116 million. Together with Sanlam Group Solutions and our     
strategic stake in Safrican, these operations will form the bedrock of Sanlam"s 
entry-level life market strategy. The integration process is on track and we are
confident that our operational and return targets will be met.                  
In line with Sanlam"s aim to strengthen its distribution strategy into the      
middle and upper market segments, Sanlam Personal Finance has had notable       
success in improving its distribution resources while enhancing the demographic 
profile of young and black advisers. A more tangible presence in Gauteng has    
included setting up a separate adviser channel targeting the upper middle class,
while the affluent sector of our business continues to be successfully driven   
through Innofin.                                                                
Sanlam"s move into health management commenced this year with the acquisition of
a majority interest in the Resolution Health Group, a provider of comprehensive 
healthcare solutions. We have also strengthened offshore diversification with   
the launch of Shriram Life Insurance, a joint venture between Sanlam and the    
Shriram Group of India. While this represents a small investment, the Indian    
insurance market holds promise of significant growth. We are confident that the 
combination of Sanlam"s insurance skills and the Shriram Group"s strong track   
record and its extensive distribution network will translate into a sound and   
successful business.                                                            
Capital management                                                              
The directors and management of Sanlam continue to focus on ensuring an optimal 
capital structure. The share buy-back programme approved by shareholders last   
September was successfully completed, with a total of 359 million Sanlam shares 
repurchased for a final consideration of R4.4 billion. The benefit of the buy-  
back is evident in the improved return on embedded value and the dividend per   
share.                                                                          
The productive utilisation of capital is of paramount concern to the board, and 
management will be focused on investing in profitable growth opportunities. At  
the same time we will continue to evaluate share repurchases in the open market 
on a selective basis.                                                           
Life industry developments                                                      
A number of high-profile rulings relating to the charge structures and          
membership entitlements in respect of early terminations of retirement annuities
have fuelled negative public sentiment towards life products as an investment   
medium. In an effort to reaffirm the value proposition of life products, the    
life industry, through the Life Offices Association, and National Treasury have 
broadly reached agreement on termination values to be met by insurers. Sanlam   
has made a provision of R620 million (before tax) in the 2005 results for these 
enhanced early termination benefits.                                            
Dividend                                                                        
The sound earnings performance in 2005 enabled the board to increase the total  
dividend distribution by 30% on 2004. As a result of the reduction in the number
of shares in issue, the dividend per share increases by 15 cents to 65 cents per
share. The dividend is payable on Wednesday, 10 May 2006 to shareholders        
recorded in the register on Friday, 28 April 2006.                              
To allow for the dividend calculation, Sanlam"s share register (including       
Sanlam"s two nominee companies namely Sanlam Share Account (Pty) Ltd and Sanlam 
Fundshares Nominee (Pty) Ltd) will be closed for all transfers, off market      
transactions and dematerialisations or rematerialisations from Friday, 21 April 
2006 to Friday, 28 April 2006, both dates included.                             
The last date of trade to qualify for this dividend will be Thursday, 20 April  
2006 and shares will trade ex div from Friday, 21 April 2006.                   
Appointment of auditors                                                         
In the interest of improved efficiency and to eliminate cost duplication,the    
Board reconsidered the joint audit appointment for Sanlam and the use of two    
different audit firms in the various group companies. It was decided to         
recommend to the Annual General Meeting that Ernst & Young be appointed as      
auditors of Sanlam and all entities that are wholly-owned. We wish to thank     
PriceWaterhouseCoopers for their professional and excellent service over many   
years as auditors.                                                              
Looking forward                                                                 
The growth curve of our economy provides a strong foundation for sustainable    
growth across our business constituents. The challenges remain - as they have   
since the advent of our young democracy - to achieve growth and transformational
development, underpinned by the provision of employment opportunities and       
housing, the maintenance and development of our infrastructure and the          
management of the HIV/Aids pandemic and the impact it is having on our business 
and on our communities.                                                         
We have made substantial strides in reinventing the architecture of Sanlam"s    
business and realising our vision of becoming the pre-eminent generator of      
wealth in our markets. Our new, operationally robust Sanlam is positioned to    
continue to deliver shareholder value through both investment and organic       
growth. We will continue to focus on ensuring optimal capital management, and to
challenge ourselves and our competitors through the provision of innovative     
products and services and entry to new and vital markets. Each of our business  
clusters is moving in the right direction and we believe that we are set for    
continued growth.                                                               
Market conditions, in particular the performance of the equity markets,         
contribute substantially to Sanlam"s headline earnings and will impact in 2006  
on our ability to repeat or improve on the 2005 earnings.                       
Roy Andersen                                                                    
Chairman                                                                        
Johan van Zyl                                                                   
Group Chief Executive                                                           
Sanlam Limited                                                                  
Cape Town                                                                       
8 March 2006                                                                    
Sponsor                                                                         
JPMorgan Equities Limited                                                       
COMMENTS ON THE RESULTS                                                         
International Financial Reporting Standards                                     
The audited Sanlam group results as presented for the 2005 financial year have  
been prepared, for the first time, based on and in compliance with International
Financial Reporting Standards (IFRS). The 2004 results have been restated       
accordingly. The global development and practical interpretation and application
of these accounting standards are however ongoing and certain interpretations   
and disclosures adopted in these results may be subject to change in future     
reports.                                                                        
While we fully support the efforts of the accounting profession to achieve      
consistency in reporting and to counter any misrepresentation of company        
results, we are concerned that the current implementation of IFRS may not in all
instances reflect economic and contractual reality, the most notable example    
being the prescribed IFRS valuation bases of investments in subsidiaries,       
associated companies and own (Sanlam Limited) shares supporting policy          
liabilities, which has introduced a substantial distortion in Sanlam"s reported 
headline earnings. We will continue to interact with all role players to find a 
more appropriate approach to these problem areas.                               
Earnings                                                                        
Shareholders" fund summarised income statement for the year ended               
31 December                                                                     
R million                                    2005   2004                        
Net result from financial services           2 300  1 812   27%                 
Net investment income                        980    847     16%                 
CORE EARNINGS                                3 280  2 659   23%                 
Secondary Tax on Companies (STC)             (88)   100                         
Equity-accounted headline earnings           478    720     -34%                
Net investment surpluses                     2 003  698     187%                
Earnings before fund transfers and           5 673  4 177   36%                 
provisions                                                                      
Financial claims                             (590)  -                           
Fund transfers                               730    (1                          
214)                        
HEADLINE EARNINGS                            5 813  2 963   96%                 
Other equity-accounted earnings              (8)    -                           
Profit on disposal of associate and          5 125  58                          
subsidiaries                                                                    
Impairment of investments and goodwill       (3)    (263)                       
Attributable earnings                        10 927 2 758   296%                
Net result from financial services           2 300  1 812                       
Net investment return                        8 627  946                         
Attributable earnings                        10 927 2 758                       
Net result from financial services after     2 212  1 912   16%                 
tax and STC                                                                     
Financial claims                             (590)                              
LTRR investment return                       2 453  2 158   14%                 
LTRR HEADLINE EARNINGS                       4 075  4 070   1%                  
Headline earnings of R5 813 million for the year are up 96% on 2004 while Core  
earnings of R3 280 million are up 23%.  Growth in Headline and Core earnings, on
a per share basis, is marginally higher than the absolute increase at 99% and   
25% respectively as earnings per share are based on the weighted average number 
of shares in issue, which is marginally down on 2004. This is largely due to the
effect of the new Sanlam shares issued in 2004 to Ubunto-Botho Investments as   
part of the black empowerment transaction, being offset by the impact of the    
Sanlam shares bought back late in 2005.                                         
Core earnings comprise the net operating result from providing financial        
services as well as net investment income earned on the shareholders" fund.  The
latter includes dividends received from associated companies, but Core earnings 
exclude the equity-accounted retained earnings of associated companies that do  
not form part of the Group operating structure and activities (e.g. the         
investment in Absa prior to its disposal). Core earnings of R3 280 million are  
23% up on 2004, the combined effect of a 27% growth in the net result from      
providing financial services and a 16% increase in net investment income.       
All major Group operations, with the exception of Santam, reported an increase  
in net operating profit.  A sterling performance by the businesses in the       
Investment cluster in particular, including Sanlam Capital Markets, was somewhat
offset by the expected contraction of short-term underwriting margins           
experienced by Santam. The gross result from operations improved by 11% on 2004.
After accounting for taxation and the Santam minorities" share of its lower net 
income, net operating income increased by 27% on 2004. Notwithstanding the      
reduction in underwriting results in 2005, the strong performance of the equity 
markets enabled Santam to equal its 2004 headline earnings.                     
Net investment income consists of dividends and interest earned on the          
shareholders" fund"s discretionary investment portfolio, as well as the margin  
earned on a preference share portfolio. Investment income for the first six     
months of 2005 was substantially up on 2004, in part due to the extraordinary   
dividend of R249 million received on the realisation of the investment in Absa. 
The sale of Absa and the capital reduction in the second half of the year,      
however, caused a major reduction in the level of investment income and limited 
the full-year increase on this line to 16%.                                     
Result from financial services for the year ended 31 December                 
  R million                                2005     2004                        
  Life insurance                           1 729    1 493  16%                  
  Sanlam Personal Finance                  1 512    1 309  16%                  
Sanlam Employee Benefits                 217      184    18%                  
  Short-term insurance                     1 016    1 361  -25%                 
  Investment management                    699      419    67%                  
  Sanlam Capital Markets                   151      86     76%                  
Independent Financial Services           32       44     -27%                 
  Corporate expenses                       (172)    (169)  -2%                  
  Continued operations                     3 455    3 234  7%                   
  Discontinued operations & Marketing      -        (119)  -                    
provision                                                                     
  Gross result from financial services     3 455    3 115  11%                  
Headline earnings are reported net of a Secondary Tax on Companies (STC) charge 
of R88 million as the STC payable in respect of the group"s dividends paid      
exceeded the available STC credits generated in the shareholders" fund. The     
first-time implementation of a policy to account for unutilised STC credits at  
year-end resulted in the raising of a R100 million asset and a corresponding    
income item at the end of 2004.                                                 
Equity-accounted retained headline earnings of R478 million are down 34% on     
2004. The major contribution to this line is the Sanlam shareholders" fund"s    
proportionate share of Absa"s earnings prior to the sale of the investment. The 
reported earnings for 2005 reflect Absa"s strong operating performance for the  
six months to March 2005. It also includes R30 million, being Sanlam"s 21%      
interest in the African Life results for the nine months to 31 December 2005.   
Following the introduction of IFRS and the designation of all shareholders" fund
investments as "at fair value through profit or loss", Headline earnings now    
include all fair value changes on the investments held by the shareholders"     
fund. A 187% improvement in net investment surpluses, in part due to the strong 
equity market growth in 2005, made a material contribution to the increase in   
Headline earnings over 2004.                                                    
National Treasury and the Life Offices" Association announced an agreement in   
December 2005 on minimum standards to be applied on early termination of long-  
term savings and investment products.  Certain enhanced early termination values
will, where applicable, be applied retrospectively for five years. The cost of  
providing these benefits in respect of Sanlam"s existing business is estimated  
at some R620 million. This amount, net of tax, is provided for in full in the   
2005 financial results as a once-off income statement charge of R440 million.   
For embedded value purposes it is assumed that the full tax relief will only be 
realised some time in the future. On a net present value basis the charge to    
embedded value is therefore R500 million. Certain other financial claims have   
been or could potentially be instituted against Group companies, some of which  
have already been referred to in the 2004 annual report and before. These claims
in essence relate to possible tax liabilities due to differences on treatment   
and interpretation between Sanlam and the South African Revenue Services,       
contractual disputes and potential claims flowing from pension fund             
administration and surplus apportionments. The relevant Group operations are    
contesting or intend to contest either the merit or quantum of the majority of  
these claims. The Sanlam board, in taking a prudent view on the potential       
liability on these claims, decided to strengthen existing provisions created for
such claims by R150 million. This should ensure that provisions sufficiently    
cover the aggregate liability in a best estimate outcome, although not          
necessarily the maximum exposure in respect of these items.                     
In terms of IFRS, in determining the Sanlam group results, Sanlam shares held in
the policyholder portfolios have to be treated as treasury shares (and no longer
as an investment at fair value) and shares held by these portfolios in group    
subsidiaries and associates may no longer be accounted for as investments at    
fair value, but must be accounted for at their net asset value and equity-      
accounted values respectively. Since the policyholder liabilities remain        
unaffected, a fund transfer (through Headline earnings) is required to or from  
the shareholders" fund in respect of the market value changes of these shares.  
For 2005 this transfer to the shareholders" fund amounted to R730 million,      
compared to a transfer from the shareholders" fund of R1 214 million for the    
same period in 2004. Excluding these transfers, the once-off provision created  
in respect of potential financial claims and enhanced termination values, the   
growth in Headline earnings amounted to 36%.                                    
Attributable earnings for 2005 of R10.93 billion are 296% higher than the R2.76 
billion in 2004. After the adoption of IFRS, there are only a few items that are
reported in Attributable earnings but fall outside the definition of Headline   
earnings. These are essentially limited to profit realised on the sale of a     
subsidiary or associate and goodwill impairments. Due to the restriction placed 
by IFRS on not fair value accounting the investment in Absa, Sanlam realised an 
accounting profit of R5 billion on the sale of its holding in Absa. This        
represents the difference between the sales / transaction value and the equity  
accounted carrying value of the investment.                                     
Business volumes                                                                
New business flows                                                              
Total new business inflows at R73.5 billion are 23% higher than in 2004, in     
particular due to a strong performance in the second half of the financial year.
New business inflows in the second six months of the year totalled R43.3        
billion, 32% up on that achieved in the comparable period in 2004. Inflows into 
white-labelled unit trust funds, higher Investment inflows, as well as a strong 
recovery by new Life Insurance product sales, contributed substantially to this 
improvement. The new life business Annual Premium Equivalent (APE) of R2 153    
million is 10% higher than in 2004, with group life business and international  
life business being up 25% and 27% respectively.                                
New Business Volumes for the year ended 31 December                             
R million                                 2005     2004                         
Life insurance                            11 862   11 200    6%                 
Investments                               52 748   40 933    29%                
Short-term insurance                      8 871    7 719     15%                
73 481   59 852    23%                
Retail                                    28 473   24 613    16%                
Institutional                             19 684   18 239    8%                 
Sanlam Financial Services (UK)            10 615   5 950     78%                
Sanlam Collective Investments white label 5 838    3 331     75%                
Short-term insurance                      8 871    7 719     15%                
                                          73 481   59 852    23%                
New retail business flows improved by 16% on 2004 to R28.5 billion.             
South African Individual Life Insurance business of R8.0 billion is only 2% up  
on 2004 and comprises 28% of retail flows vs 32% in 2004. After a disappointing 
start to the year (8% down on 2004 for first six months), single premium life   
inflows in South Africa recovered to end the year on R6.5 billion, approximately
the same level as in 2004. Satisfactory growth in continuations, endowments and 
the sale of Living Life annuities offset the lower demand for guaranteed savings
products. New recurring premiums inflows improved by 9% on 2004. This is        
substantially due to the improved demand for Sanlam"s Matrix range of risk      
products.                                                                       
South African non-life retail gross inflows of R16 billion are 16% up on 2004.  
This comprises investment inflows to the Innofin product range, Sanlam Private  
Investments new inflows, as well as the retail inflows into Sanlam Collective   
Investments.                                                                    
Consolidated Financial Services, created in 2004 through the merger of Sanlam"s 
Namibian life insurance interests with that of other Namibian parties, recorded 
26% growth in new life business and a 166% increase in gross unit trust inflows 
in its first year. Merchants Investors Assurance in the UK achieved an 11%      
growth to R671 million in new business inflow.                                  
SA Institutional new business flows were just short of R20 billion in 2005, an  
increase of 8% on 2004.                                                         
Group Life premiums represent 16% of South African institutional inflows in     
2005. It totalled R2.9 billion and is 14% up on 2004. This is the result of     
strong new inflows attracted in the second half of 2005, which were 25% higher  
than that in the comparable period in 2004. New Group Life business is          
essentially focussed on risk business due to an increasing percentage of        
investment business inflows being placed with asset managers directly.          
Sanlam Investment Management"s (SIM) institutional investment inflows grew by 7%
to R16.9 billion. R9.4 billion originated from third party wholesale asset      
management mandates, while Sanlam Multi Manager recorded inflows of R3.1        
billion. New wholesale inflows to Sanlam Collective Investments and SIM         
International improved by 17% and 12% respectively.                             
Sanlam Financial Services (UK) performed exceptionally well to attract new      
business under administration and advice of GBP0.9 billion (R10.6 billion) in   
2005, an improvement of 78% on 2004.                                            
Net business flows                                                              
The Public Investment Commissioner withdrew R6 billion of its funds under       
management from SIM in March 2005 as part of the restructuring of its investment
process and mandates. Notwithstanding this withdrawal, the Group achieved       
positive net business inflows of some R15.2 billion for the year, compared with 
R16.6 billion in 2004. Excluding the R6 billion withdrawal, the South African   
institutional investment businesses achieved net inflows of R6.7 billion, which 
is only marginally down on 2004. A major contribution to the Group"s            
institutional net inflow also came from Sanlam Financial Services (UK). Group   
Life net outflows however remain high. Fund terminations, which can in part be  
ascribed to funds being switched into direct investment portfolios, resulted in 
net outflows of R3.5 billion for the year, a similar level to 2004. Net business
inflows from retail business amounted to R3.5 billion.                          
Embedded value of new business                                                  
The embedded value of new life business written for 2005, of R291 million, is 9%
lower than in 2004. Margins and profitability remained under pressure during the
year, largely due to more competitive pricing and cost incurred to support sales
growth in 2006. The average APE margin achieved in 2005 amounted to 13.5%,      
compared with 16.4% achieved in 2004. In terms of the proposed future basis of  
disclosure for the industry, the profit margin is also expressed as a percentage
of the present value of total new business premiums. On this basis the overall  
margin reduced from 2.2% to 1.8%.                                               
Progress has been made in standardising the measurement of the profitability of 
and value added by non-life business. It is the intention to also disclose the  
value of new non-life business in future to provide a more complete picture of  
new business performance. These calculations are still being refined but        
indicate that non-life retail business made a substantial contribution to the   
value of the overall new retail investment business flows in 2005, compensating 
by enlarge for the lower value of the life business.                            
Embedded value                                                                  
At 31 December 2005 Sanlam"s embedded value amounted to R38.2 billion or 1 615  
cents per share. This represents an increase of 4% on the R36.6 billion at the  
end of December 2004, despite the R4.4 billion utilised to buy back 359 million 
shares. Taking into account the capital reduction and the dividend paid in      
respect of the 2004 financial year, the return on embedded value to the end of  
2005 amounted to 20.6%. A higher growth per share of 24.4% confirms the         
accretive effect of the share buy back. A return of 20.0% was achieved on net   
assets.                                                                         
EMBEDDED VALUE                                                                
  R million                           2005        2004                          
  Net Asset Value (at fair value)     30 592      29 782        3%              
  Goodwill on life company            1 328       356                           
acquisitions                                                                  
  Non-life Group operations           9 702       7 743         25%             
  Portfolio investments               19 562      21 683        -10%            
  Adjustments                         (2 962)     (2 000)       48%             
Adjusted Net Asset Value            27 630      27 782        -1%             
  Net value of life in-force          10 574      8 851         19%             
  business                                                                      
  Embedded value                      38 204      36 633        4%              
Embedded value per share (cents)    1 615       1 344         20%             
  Share price at 31 December (cents)  1 519       1 300         17%             
  Discount to embedded value          5.9%        3.3%                          
The value of the Life businesses" in-force book (VIF) at the end of December    
2005 amounted to R10,6 billion, after taking into account the cost of capital at
risk of R1,7 billion. Growth from life insurance business, based on the starting
value of VIF, amounted to 22,3% compared with growth of 26,5% in 2004. The      
negative effect of adjustments made to the long-term asset mix assumption of    
both the policyholder funds and the assets supporting CAR and an increased      
allowance for STC payable in future, in part offset the benefit of positive     
operating and investment variances experienced during the year.                 
Solvency                                                                        
As at 31 December 2005 all group companies were adequately capitalised.         
The statutory capital requirement (CAR) of Sanlam Life amounted to R5.3 billion.
Capital allocated to Sanlam Life and qualifying for regulatory capital purposes 
amounted to R20.9 billion, which covered the capital requirement 3.9 times (3.6 
times at the end of 2004). The improved cover can be attributed to improved     
equity markets and the active management of the shareholders" funds. All        
policyholder portfolios were fully funded as at 31 December 2005.               
Santam ended the 2005 financial year with a healthy solvency level of 61%, which
will reduce to 49% after payment of its ordinary dividend of 227 cents per share
and special dividend of 650 cents per share.                                    
These results will be tabled at the annual general meeting to be held at the    
Sanlam Head Office in Bellville on Wednesday, 7 June 2006. Shareholders are     
invited to attend this meeting.                                                 
GROUP BALANCE SHEET at 31 December 2005                                         
                                                2005      2004                  
                                                R million R million             
ASSETS                                                                          
Property and equipment                           249         184                
Owner-occupied properties                        492         380                
Goodwill                                         2 174       2 186              
Value of business acquired                       942         -                  
Deferred acquisition costs                       1 155       994                
Long-term reinsurance assets                     389         318                
Investments                                      232 851     187 606            
Investment properties                            12 748      14 413             
Equity-accounted investments                     1 037       5 167              
Equities and similar securities                  120 763     88 084             
Public sector stocks and loans                   47 998      44 434             
Debentures, insurance policies, preference       21 173      17 141             
shares and other loans                                                          
Cash, deposits and similar securities            29 132      18 367             
Deferred tax                                     372         440                
Short-term insurance technical assets            2 372       1 980              
Working capital assets                           35 716     31 192              
Trade and other receivables                      27 427     20 043              
Cash, deposits and similar securities            8 289      11 149              
Total assets                                     276 712    225 280             
Equity and liabilities                                                          
Shareholders" fund                               25 020     19 685              
Minority shareholders" interest                  3 443      3 515               
Total equity                                     28 463     23 200              
Long-term policy liabilities                     198 234    163 556             
Insurance contracts                              109 591    92 961              
Investment contracts                             88 643     70 595              
Term finance                                     2 879      6 685               
External investors in consolidated funds         6 030      3 209               
Cell owners" interest                            268        47                  
Deferred tax                                     1 623      809                 
Short-term insurance technical provisions        6 702      5 198               
Working capital liabilities                      32 513     22 576              
Trade and other payables                         30 057     20 924              
Provisions                                       860        465                 
Taxation                                         1 596      1 187               
Total equity and liabilities                     276 712    225 280             
GROUP INCOME STATEMENT for the year ended 31 December 2005                      
                                               2005       2004                  
Note  R million  R million             
Net income                                       63 307      41 975             
Financial services income                        20 393      17 836             
Reinsurance premiums paid                        (2 339)     (2 303)            
Reinsurance commission received                  445         504                
Investment income                                10 429      9 658              
Investment surpluses                             35 282      16 659             
Change in fair value of external                 (903)       (379)              
investors liability                                                             
Net insurance and investment contract            (41 440)    (30 081)           
benefits and claims                                                             
Long-term insurance contract benefits            (21 070)    (15 829)           
Long-term investment contract benefits           (14 094)    (9 985)            
Enhanced early termination benefits              (620)       -                  
Short-term insurance claims                      (6 904)     (5 014)            
Reinsurance claims received                      1 248       747                
Expenses                                         (7 769)     (7 026)            
Sales remuneration                               (2 632)     (2 302)            
Administration costs                             (5 137)     (4 724)            
Impairment of investments and goodwill           (12)        (263)              
Net operating result                             14 086      4 605              
Equity-accounted earnings                        944         1 085              
Finance cost                                     (136)       (49)               
Discontinued operations                          -           (92)               
Profit before tax                                14 894      5 549              
Taxation                                  4      (2 803)     (1 771)            
Shareholders" fund                               (1 684)     (1 013)            
Policyholders" fund                              (1 119)     (758)              
Profit for the year                              12 091      3 778              
Attributable to:                                                                
Shareholders" fund                               10 927      2 758              
Minority shareholders" interest                  1 164       1 020              
12 091      3 778              
Earnings attributable to shareholders of                                        
the company (cents):                                                            
Continuing operations:                                                          
Basic earnings per share                  7      439,2       112,3              
Diluted earnings per share                7      432,0       110,9              
GROUP STATEMENT OF CHANGES IN EQUITY                                            
for the year ended 31 December 2005                                             
2005       2004                  
                                               R million  R million             
Shareholders" fund:                                                             
Balance at beginning of year                    19 685      17 622              
Total recognised income                         11 008      2 559               
Profit for the year                             10 927      2 758               
Equity-accounted earnings movement in           15          (42)                
associated companies" reserves                                                  
Movement in foreign currency translation        66          (157)               
reserve                                                                         
Cost of treasury shares donated to the Ubuntu-  -           (314)               
Botho Community Development Trust                                               
Net realised investment surpluses on other      25          (126)               
treasury shares                                                                 
Share based payments                            64          51                  
Dividends paid                                  (1 295)     (1 022)             
Acquired through business combinations          (31)        -                   
New shares issued (1)                           -           865                 
Costs relating to share issuance                -           (19)                
Shares cancelled                                (4 446)     -                   
Cost of treasury shares acquired (2)            10          69                  
Balance at end of year                          25 020      19 685              
Minority shareholders" interest:                                                
Balance at beginning of year                    3 515       1 944               
Total recognised income                         1 163       1 005               
Profit for the year                             1 164       1 020               
Movement in foreign currency translation        (1)         (15)                
reserve                                                                         
Share based payments                            5           4                   
Dividends paid                                  (788)       (168)               
Acquisitions, disposals and other movements in  (452)       730                 
minority interests                                                              
Balance at end of year                          3 443       3 515               
Shareholders" fund                              19 685      17 622              
Minority shareholders" interest                 3 515       1 944               
Total equity at beginning of year               23 200      19 566              
Shareholders" fund                              25 020      19 685              
Minority shareholders" interest                 3 443       3 515               
Total equity at end of year                     28 463      23 200              
(1)  Comprises 113 million new ordinary shares at R7,65 per share, 56,5 million 
`A" deferred shares at R0,01 per share and 52 million `A" preference shares at  
R0,01 per share.                                                                
(2)  Comprises movement in cost of shares held by subsidiaries and the share    
incentive trust.                                                                
GROUP CASH FLOW STATEMENT                                                      
for the year ended 31 December 2005                                             
                                               2005       2004                  
                                               R million  R million             
Net cash inflow/(outflow) from operating       1 938      (3 774)               
activities                                                                      
Net cash inflow from investment activities     13 069     1 908                 
Net cash (outflow)/inflow from financing       (6 919)    2 842                 
activities                                                                      
Cash flow from discontinued operations         -          (92)                  
Net increase in cash and cash equivalents      8 088      884                   
Cash, deposits and similar securities at       29 320     28 436                
beginning of year                                                               
Cash, deposits and similar securities at end   37 408     29 320                
of year                                                                         
ABRIDGED SHAREHOLDERS" FUND BALANCE SHEET -                                     
FAIR VALUE (Group businesses, associates and joint venture below                
reflected as investments at fair value)                                         
at 31 December 2005                                                             
                                               2005       2004                  
R million  R million             
Assets                                                                          
Property and equipment                          177         106                 
Owner-occupied properties                       480         370                 
Goodwill (1)                                    419         387                 
Value of business acquired (1)                  942         -                   
Deferred acquisition costs                      582         -                   
Investments                                     35 307      34 794              
Sanlam businesses                               9 702       7 743               
Investment Management (2)                       3 228       2 384               
Sanlam Financial Services UK                    382         349                 
Sanlam Capital Markets                          552         441                 
Innofin                                         341         187                 
Santam                                          4 749       4 028               
Other (3)                                       450         354                 
Associated companies                             871        10 033              
Absa                                            -           9 429               
Peermont                                        779         604                 
Other                                           92          -                   
Joint ventures                                  395         270                 
Other investments                               24 339      16 748              
Other equities and similar securities           12 267      6 739               
Public sector stocks and loans                  2 019       1 550               
Investment properties                           671         619                 
Other interest-bearing and preference share     9 382       7 840               
investments                                                                     
Deferred tax                                    216         313                 
Working capital assets                          4 486       6 657               
Total assets                                    42 609      42 627              
Equity and liabilities                                                          
Shareholders" fund                              30 592      29 782              
Minority shareholders" interest                 439         61                  
Term finance                                    2 834       5 477               
External investors in consolidated funds        49          51                  
Deferred tax                                    1 031       1 143               
Working capital liabilities                     7 664       6 113               
Total equity and liabilities                    42 609      42 627              
Net asset value per share (cents)               1 293       1 093               
The value of business acquired and goodwill relates mainly to the consolidation 
of African Life Assurance and Merchant Investors Assurance and are excluded in  
the build-up of the Group embedded value, as the current value of in-force      
business for these life insurance companies are included in the embedded value. 
Included in Investment Management are Sanlam Investment Management, Sanlam      
Collective Investments and the Investment Cluster"s international businesses.   
Other businesses comprise the non-life businesses in the Life Insurance cluster,
which are excluded from the value of in-force and all the businesses in the     
Independent Financial Services cluster apart from Sanlam Financial Services UK. 
ABRIDGED SHAREHOLDERS" FUND BALANCE SHEET -                                     
FAIR VALUE (continued)                                                          
                                               2005       2004                  
                                               R million  R million             
EXCESS OF FAIR VALUE OVER NET ASSET VALUE: SANLAM BUSINESSES AND                
INVESTMENTS                                                                     
The shareholders" fund balance sheet at fair value includes the                 
value of the companies below based on directors" valuation, apart               
from Santam, Absa and Peermont, which are valued according to ruling            
share prices.                                                                   
Net asset value of businesses and investments   5 583       8 434               
Investment Management businesses (1)            752         514                 
Sanlam Financial Services UK                    340         335                 
Sanlam Capital Markets                          552         441                 
Innofin                                         177         155                 
Santam                                          2 903       2 655               
Absa                                            -           4 030               
Peermont                                        310         218                 
Safair Lease Finance                            94          45                  
Other (2)                                       455         41                  
Goodwill in respect of above businesses         1 198       1 198               
Deferred capital gains tax on investments at    546         1 146               
fair value                                                                      
Revaluation adjustment of interest in           3 641       7 268               
businesses and investments to fair value                                        
Fair value of businesses and investments        10 968      18 046              
Analysis of fair value                                                          
Sanlam businesses                               9 702       7 743               
Associated companies                            871         10 033              
Joint ventures                                  395         270                 
Fair value of businesses and investments        10 968      18 046              
(1) Included in Investment Management are Sanlam Investment Management, Sanlam  
Collective Investments and the Investment cluster"s international businesses.   
(2) Other businesses comprise the non-life businesses in the Life Insurance     
cluster, which are excluded from the value of in-force and all the businesses in
the Independent Financial Services cluster apart from Sanlam Financial Services 
UK.                                                                             
ABRIDGED SHAREHOLDERS" FUND BALANCE SHEET -                                     
FAIR VALUE (continued)                                                          
                           Net        Minority       Shareholders"              
                           assets     shareholders"  fund                       
interest                                  
                           R million  R million      R million                  
Reconciliation of equity -                                                      
fair value:                                                                     
31 December 2004                                                                
Reported under SA GAAP      30 045      63              29 982                  
Change in carrying value of (196)       (2)             (194)                   
investment contracts                                                            
Revaluation of trading      (42)        -               (42)                    
account assets and                                                              
liabilities                                                                     
Goodwill amortisation       36          -               36                      
reversed - Merchant                                                             
Investors Assurance                                                             
Reported under IFRS         29 843      61              29 782                  
1 January 2004 - unaudited                                                      
Reported under SA GAAP      22 819      -               22 819                  
Change in carrying value of (181)       -               (181)                   
investment contracts                                                            
Revaluation of trading      (42)        -               (42)                    
account assets and                                                              
liabilities                                                                     
Reported under IFRS         22 596      -               22 596                  
ABRIDGED SHAREHOLDERS" FUND BALANCE SHEET -                                     
NET ASSET VALUE                                                                 
(All businesses consolidated at net asset value)                                
at 31 December 2005                                                             
                                      2005           2004                       
R million      R million                  
Assets                                                                          
Goodwill                               2 174           2 170                    
Investments                            32 547          26 582                   
Working capital and other assets       33 918          26 748                   
Total assets                           68 639          55 500                   
Equity and liabilities                                                          
Shareholders" fund                     25 020          19 685                   
Minority shareholders" interest        3 557           2 932                    
Term finance, working capital and      40 062          32 883                   
other liabilities                                                               
Total equity and liabilities           68 639          55 500                   
RECONCILIATION OF EARNINGS to segmental analysis                                
for the year ended 31 December                                                  
2005                                                                            
                                  Year ended 31 December 2005                   
Shareholder        Policyholder     
                                          activities         activities         
R MILLION                         Total     Financial   Investment              
                                          services    return                    
Net income                        63 307    19 390      10 022      33 895      
Financial services income         20 393    20 524      (3)         (128)       
Reinsurance premiums paid         (2 339)   (2 339)     -           -           
Reinsurance commission received   445       445         -           -           
Investment income                 10 429    718         892         8 819       
Investment surpluses              35 282    42          9 115       26 125      
Change in fair value of external  (903)     -           18          (921)       
investors liability                                                             
Net insurance and investment      (41 440)  (9 030)     -           (32         
contract benefits and claims                                     410)           
Long-term insurance contract      (21 070)  (2 754)     -           (18         
benefits                                                         316)           
Long-term investment contract     (14 094)  -           -           (14         
benefits                                                         094)           
Enhanced early termination        (620)     (620)       -           -           
benefits                                                                        
Short-term insurance claims       (6 904)   (6 904)     -           -           
Reinsurance claims received       1 248     1 248       -           -           
Expenses                          (7 769)   (7 685)     -           (84)        
Sales remuneration                (2 632)   (2 632)     -           -           
Administration costs              (5 137)   (5 053)     -           (84)        
Impairment of investments and     (12)      -           (12)        -           
goodwill                                                                        
Net operating result              14 086    2 675       10 010      1 401       
Equity-accounted earnings         944       5           865         74          
Finance cost                      (136)     -           -           (136)       
Profit before tax                 14 894    2 680       10 875      1 339       
Tax expense                       (2 803)   (567)       (1 117)     (1 119)     
Shareholders" fund                (1 684)   (567)       (1 117)     -           
Policyholders" fund               (1 119)   -           -           (1 119)     
Profit for the year               12 091    2 113       9 758       220         
Attributable to:                                                                
Shareholders" fund                10 927    1 710       9 217         -         
Minority shareholders" interest   1 164     403         541           220       
                                  12 091    2 113       9 758         220       
RECONCILIATION OF EARNINGS to segmental analysis                                
for the year ended 31                                                           
December 2005                                                                   
                             Year ended 31 December 2004                        
                                      Shareholder     Policyholder              
activities      activities                  
R MILLION                    Total    Financial       Investment                
                                    services        return                      
Net income                   41 975   17 170          879         23 926        
Financial services income    17 836   17 886          (7)         (43)          
Reinsurance premiums paid    (2 303)  (2 303)         -           -             
Reinsurance commission       504      504             -           -             
received                                                                        
Investment income            9 658    1 083           789         7 786         
Investment surpluses         16 659   -               127         16 532        
Change in fair value of      (379)    -               (30)        (349)         
external investors liability                                                    
Net insurance and investment (30 081)  (6 965)        -           (23           
contract benefits and claims                                   116)             
Long-term insurance contract (15 829)  (2 698)        -           (13           
benefits                                                       131)             
Long-term investment         (9 985)   -              -           (9 985)       
contract benefits                                                               
Short-term insurance claims  (5 014)   (5 014)        -           -             
Reinsurance claims received  747       747            -           -             
Expenses                     (7 026)   (6 996)        (1)         (29)          
Sales remuneration           (2 302)   (2 302)        -           -             
Administration costs         (4 724)   (4 694)        (1)         (29)          
Impairment of investments    (263)     -              (263)       -             
and goodwill                                                                    
Net operating result         4 605     3 209          615         781           
Equity-accounted earnings    1 085     -              984         101           
Finance cost                 (49)      -              -           (49)          
Loss from discontinued       (92)      (94)           2           -             
operations                                                                      
Profit before tax            5 549     3 115          1 601       833           
Tax expense                  (1 771)   (789)          (224)       (758)         
Shareholders" fund           (1 013)   (789)          (224)       -             
Policyholders" fund          (758)     -              -           (758)         
Profit for the year          3 778     2 326          1 377       75            
Attributable to:                                                                
Shareholders" fund           2 758     1 812          946         -             
Minority shareholders"       1 020     514            431         75            
interest                                                                        
                             3 778     2 326          1 377       75            
NOTES TO THE FINANCIAL STATEMENTS                                               
for the year ended 31 December 2005                                             
                                                  2005       2004               
                                                  R million  R million          
FUNDS RECEIVED FROM CLIENTS                                                     
     LIFE BUSINESS                                 11 862      11 200           
     INVESTMENTS                                   52 748      40 933           
     SHORT-TERM INSURANCE                          8 871       7 719            
Total new business                            73 481      59 852           
     PREMIUMS ON EXISTING BUSINESS                 11 173      10 879           
     Total funds received from clients             84 654      70 731           
Funds received from short-term insurance are                                    
recognised in the income statement.  All other                                  
funds received are recognised directly in the                                   
balance sheet or as segregated funds as                                         
applicable; fee income earned on this business is                               
recognised in the income statement.                                             
payments TO CLIENTS                                                             
     LIFE BUSINESS                                 27 499      25 517           
RISK UNDERWRITING BENEFITS                         2 618       2 568            
OTHER PAYMENTS                                     24 881      22 949           
     INVESTMENTS                                   36 195      24 226           
     SHORT-TERM INSURANCE                          5 792       4 397            
     Total payments to clients                     69 486      54 140           
Life insurance risk underwriting benefits and                                   
short-term insurance payments are recognised in                                 
the income statement; all other payments to                                     
clients are recognised directly in the balance                                  
sheet or as segregated fund flows as applicable.                                
NET FLOW OF FUNDS                                                               
     LIFE BUSINESS                                 (4 464)     (3 438)          
     Investments                                   16 553      16 707           
Short-term insurance                          3 079       3 322            
     Total net inflow of funds                     15 168      16 591           
TAXATION                                                                        
     Result from financial services                747         789              
Current year                                  752         793              
     Prior year                                    (5)         (4)              
     Investment income - current year              150         92               
     Investment surpluses                          330         232              
Profit on disposal of associated companies         534         -                
Enhanced early termination benefits                (180)       -                
Secondary Tax on Companies                         103         (100)            
Tax expense - shareholders" fund                   1 684       1 013            
Tax expense - policyholders" fund                  1 119       758              
Total income tax charged to income statement       2 803       1 771            
NOTES (continued)                                                               
                                                  2005       2004               
R million  R million          
SEGMENTAL ANALYSIS - SHAREHOLDERS" FUND                                         
     Financial services                                                         
     Life insurance                                1 729       1 493            
Short-term insurance                          1 016       1 361            
     Investment management                         699         419              
Sanlam Capital Markets                             151         86               
     Independent Financial Services                32          44               
Corporate expenses                            (172)       (194)            
     Result from continued operations              3 455       3 209            
     Discontinued operations                       -           (94)             
     Result from financial services before tax     3 455       3 115            
Investment INCOME - SHAREHOLDERS" FUND                                          
Interest-bearing investments                       460         445              
Equities                                           372         312              
Properties                                         53          32               
Investment income before associated companies      885         789              
Dividends from associated companies                384         264              
Total investment income                            1 269       1 053            
NOTES (continued)                                                               
2005       2004               
                                                  Cents      Cents              
EARNINGS PER SHARE                                                              
Basic earnings per share:                                                       
Net result from financial services                 92,5        71,4             
Core earnings                                      131,8       104,8            
Headline earnings                                  233,7       116,8            
Profit from continuing operations attributable to  439,2       112,3            
shareholders" fund                                                              
Discontinued operations attributable to            -           (3,6)            
shareholders" fund                                                              
Diluted earnings per share:                                                     
Net result from financial services                 90,9        70,5             
Core earnings                                      129,7       103,4            
Headline earnings                                  229,8       115,3            
Profit from continuing operations attributable to  432,0       110,9            
shareholders" fund                                                              
Discontinued operations attributable to            -           (3,6)            
shareholders" fund                                                              
                                                   R million   R million        
Analysis of earnings:                                                           
Net result from financial services                 2 300       1 812            
Net investment income                              980         847              
Investment income per note 6                       1 269       1 053            
Tax on investment income                           (150)       (92)             
Minority shareholders" interest                    (139)       (114)            
Core earnings                                      3 280       2 659            
Net enhanced early termination benefits            (440)       -                
Enhanced early termination benefits             (620)       -                
   Tax on enhanced early termination benefits      180         -                
Provision for financial claims                     (150)       -                
Net equity-accounted headline earnings             478         720              
Equity-accounted headline earnings (excluding      489         749              
dividends received)                                                             
Minority shareholders" interest                    (11)        (29)             
Net investment surpluses                           2 733       (516)            
Investment surpluses                               3 478       33               
Tax on investment surpluses                        (330)       (232)            
Minority shareholders" interest                    (415)       (317)            
Secondary tax on companies                         (88)        100              
Headline earnings                                  5 813       2 963            
Non-headline earnings                              5 114       (205)            
Profit for the period                              10 927      2 758            
Adjusted headline earnings based on the long-term  4 075       4 070            
rate of return                                                                  
Profit from continuing operations attributable to  10 927      2 850            
shareholders" fund                                                              
Discontinued operations attributable to            -           (92)             
shareholders" fund                                                              
NOTES (continued)                                                               
                                                  2005       2004               
                                                  million    Million            
Number of shares:                                                               
Number of ordinary shares in issue at beginning of 2 767,6     2 654,6          
period                                                                          
Add:  Weighted number of shares issued             -           84,8             
Less: Weighted average number of shares cancelled  (76,4)      -                
Less:  Weighted Sanlam shares held by subsidiaries (203,5)     (201,6)          
(including policyholders)                                                       
Adjusted weighted average number of shares for     2 487,7                      
basic earnings per share                                      2 537,8           
Add:  Weighted conversion of deferred shares       6,2         3,0              
Add:  Total number of shares under option          89,6        132,1            
Less:  Number of shares (under option) that would  (54,1)                       
have been issued at fair value                                (102,1)           
Adjusted weighted average number of shares for     2 529,4                      
diluted earnings per share                                    2 570,8           
Number of ordinary shares in issue - beginning of  2 767,6     2 654,6          
period                                                                          
Shares issued                                      -           113,0            
Shares cancelled                                   (359,0)     -                
Number of ordinary shares in issue                 2 408,6     2 767,6          
Shares held by subsidiaries in shareholders" fund  (48,6)      (47,5)           
Convertible deferred shares held by Ubuntu-Botho   6,5         5,8              
Adjusted number of shares for value per share      2 366,5     2 725,9          
                                                   R million   R million        
8. ASSETS UNDER MANAGEMENT AND ADMINISTRATION                                   
Total assets per Group balance sheet               276 712     225 280          
Segregated funds not included in Group balance     167 215     121 678          
sheet                                                                           
Total assets under management and administration   443 927     346 958          
9. CONTINGENT LIABILITIES                                                       
Shareholders are referred to the contingent liabilities disclosed in the        
2004 annual report.  The circumstances surrounding these contingent             
liabilities remained unchanged.                                                 
ADJUSTED HEADLINE EARNINGS - LTRR                                               
                                                  2005       2004               
                                                  R million  R million          
THE LTRR INVESTMENT RETURN IS DETERMINED BY                                     
APPLYING THE LONG-TERM EXPECTED RETURN OF 10%                                   
(2004: 11%) TO THE AVERAGE MONTHLY SHAREHOLDERS"                                
FUND INVESTMENTS                                                                
Adjusted headline earnings - long-term rate of                                  
return (LTRR)                                                                   
Net result from financial services                 2 300       1 812            
Secondary tax on companies                         (88)        100              
Policyholder fund restitution and financial claims (590)       -                
LTRR investment return after taxation              2 453       2 158            
Equity-accounted headline earnings                 478         720              
Dividends received from associated companies       290         264              
LTRR investment return - balanced portfolio        1 685       1 174            
Adjusted headline earnings - LTRR                  4 075       4 070            
Reconciliation of headline earnings and LTRR                                    
headline earnings                                                               
Headline earnings per note 7                       5 813       2 963            
Fund Transfers                                     (730)       1 214            
Net LTRR adjustment                                (1 008)     (107)            
Adjusted headline earnings - LTRR                  4 075       4 070            
Analysis of net LTRR adjustment                                                 
Investment return                                  (1 411)     (300)            
Equities                                           (1 856)     (331)            
Interest-bearing investments                       460         47               
Properties                                         (15)        (16)             
Tax                                                64          (65)             
Minority shareholders" interest                    339         258              
Net LTRR adjustment                                (1 008)     (107)            
AssetS subject to LTRR                                                          
Investments per shareholders" fund balance sheet   32 547      26 582           
at net asset value                                                              
Less: Investment in associated companies           (2 428)     (4 544)          
Investment in joint ventures                       (328)       (69)             
Investments held in respect of term finance        (2 508)     (3 809)          
Investments held in respect of capital market      (42)        (62)             
activity                                                                        
Investments matched by liabilities                 (2 567)     (905)            
Other                                              (36)        (104)            
LTRR investments                                   24 638      17 089           
ACCOUNTING POLICIES AND ACTUARIAL BASIS                                         
Statement of compliance                                                         
The accounting policies adopted for the purposes of the financial statements    
comply with International Financial Reporting Standards (IFRS) and with         
applicable legislation. The policy liabilities and profit entitlement rules are 
determined in accordance with prevailing legislation, generally accepted        
actuarial practice and the stipulations contained in the demutualisation        
proposal. There have been no material changes in the financial soundness        
valuation basis since 31 December 2004.                                         
Adoption of IFRS                                                                
Being a first-time adopter of IFRS for the 2005 financial year, the Group"s date
of transition to IFRS is 1 January 2004.  The Group"s opening balance sheet on 1
January 2004 and comparative information for 2004 have been restated to comply  
with all IFRS effective as at 31 December 2005.                                 
The migration to IFRS for insurers will, in its full extent, take a number of   
years. The results have been prepared in accordance with current interpretations
of IFRS.  Future results may be impacted, as the development of guidance for the
long-term insurance industry, both from an accounting and actuarial perspective,
is an ongoing process.                                                          
The South African standard applicable to long-term insurers, AC121 has been     
withdrawn concurrently with the introduction of IFRS. Therefore, long-term      
insurers will no longer have any form of exemption from applying normal         
consolidation principles in instances where investments are held in policyholder
portfolios to fund policyholder benefits.                                       
Shareholders" fund                                                              
In terms of South African Generally Accepted Accounting Practice (SA GAAP) the  
shareholders" fund"s investments in associated companies (and joint ventures)   
were carried at their original cost plus the shareholders" fund"s share of its  
retained earnings after acquisition (effectively carried at net asset value     
including goodwill, if any). In respect of the investment in Absa, Safair Lease 
Finance and Peermont, the equity-accounted carrying value was further adjusted  
to reflect the investment at fair value.  These adjustments to fair value are   
not allowed in the absence of AC121 and Sanlam is required to reflect the       
shareholders" fund"s investment in these companies at the equity-accounted      
carrying value.                                                                 
Policyholders" fund                                                             
The policyholders" fund"s investment in Absa must also be carried at original   
cost plus its share of retained earnings after acquisition. Portfolio           
investments in subsidiary companies (e.g. Santam) can no longer be accounted for
at market value but be carried at consolidated net asset value. Portfolio       
investments in Sanlam shares have to be treated as treasury shares and deducted 
from equity on consolidation. The result is a mismatch between the valuation of 
long-term policy liabilities, which continues to include the affected           
investments on a marked to market basis, and the policyholder assets underlying 
these liabilities, which may not be at fair value or may be eliminated on       
consolidation. The movement in mismatch in any particular period, is accounted  
for through an income statement transfer to or from the shareholders" fund,     
impacting on Headline and Attributable earnings as well as net asset value. An  
appropriate adjustment is made to the value of the shareholders" fund for       
Embedded Value and Capital Adequacy Requirement purposes to reverse this impact.
TRANSITIONAL PROVISIONS                                                         
IFRS 1 First-time Adoption of International Financial Reporting Standards       
requires retrospective compliance with all IFRS expected to be effective at the 
end of the first IFRS reporting period.  However, it contains a number of       
exemptions to this full retrospective application of IFRS.  The Group has       
applied the following exemptions:                                               
Business combinations                                                           
The Group has elected not to apply IFRS 3 Business Combinations retrospectively 
to business combinations that occurred prior to 1 January 2004. Accordingly, no 
adjustments have been made to the accounting treatment of these business        
combinations.                                                                   
Property and equipment                                                          
The Group has elected to use the previous SA GAAP revaluation of selected       
property and equipment as deemed cost on the date of transition to IFRS.        
Cumulative translation differences                                              
The cumulative translation differences in respect of the Group"s foreign        
operations have been deemed to be zero on the date of transition to IFRS.       
Designation of financial instruments                                            
The majority of the Group"s financial instruments were designated as `available 
for sale" in terms of SA GAAP.  The Group has elected to redesignate these      
financial instruments to the `at fair value through profit or loss" category in 
IAS 39 Financial Instruments: Recognition and Measurement.                      
Share-based payments                                                            
The Group has elected not to apply IFRS 2 Share-based Payment to equity         
instruments granted on or before 7 November 2002 or granted after 7 November    
2002 but which had vested prior to 1 January 2005.                              
Comparatives                                                                    
In terms of IFRS 1 First time adoption of International Financial Reporting     
Standards an entity need not disclose comparative information that complies with
IAS 32 Financial Instruments: Disclosure and Presentation, IAS 39 Financial     
Instruments: Recognition and Measurement and IFRS 4 Insurance Contracts in its  
first set of IFRS annual financial statements.  In the interest of comparable   
disclosure, the Group has not applied this exemption.                           
Compound financial instruments                                                  
The Group has elected not to separate compound financial instruments into equity
and liability components where the liability component is no longer outstanding 
on the date of transition.                                                      
Changes in reporting structures and accounting policies                         
The implementation of IFRS concurrently with the withdrawal of the specific     
South African accounting standard applicable to insurers (AC121) required the   
following changes to the Group"s basis of presentation and accounting policies: 
-    The measurement basis of the investment in Absa and Peermont on the balance
sheet is changed from fair value to an equity-accounted valuation. This item has
been updated to include the policyholders" investment in Absa following the     
revised interpretation discussed above;                                         
-    Sanlam Limited shares held in policyholder portfolios are treated as       
treasury shares and eliminated against equity on consolidation (carried at fair 
value in terms of SA GAAP);                                                     
-    The policyholders" fund"s interest in Santam Limited is consolidated in the
balance sheet under IFRS (carried at fair value in terms of SA GAAP);           
-    Goodwill in respect of business combinations with an agreement date prior  
to 1 January 2004 is not amortised but subject to an impairment review          
(amortised in terms of SA GAAP);                                                
-    The valuation basis for investment policy contracts is changed from the    
Financial Soundness Valuation method to fair value;                             
-    Recognition of share option costs in the Group income statement with a     
corresponding increase in equity (no cost recognised in terms of SA GAAP);      
-    Reclassification of financial assets formerly designated as `available for 
sale" to the `at fair value through profit or loss" category; and               
-    The consolidation of certain investment vehicles controlled by the Group,  
e.g. collective investment schemes (carried as investments at fair value in     
terms of SA GAAP).                                                              
The financial impact of the changes in accounting policies is disclosed in the  
IFRS Reconciliation of Equity and Earnings on pages 28 to 32.                   
IFRS RECONCILIATION OF EQUITY AND EARNINGS                                      
Notes refer to the notes on pages 31 to 32.                                     
                                                   2004                         
R million                    
Reconciliation of reported earnings:                                            
Attributable earnings reported under SA GAAP        3 283                       
Withdrawal of AC121:                                                            
Difference between fair value-based earnings and                                
equity-accounted earnings for the shareholders"                                 
fund"s investment in:                                                           
Absa (1)                                            (2 942)                     
Peermont (1)                                        (246)                       
Safair Lease Finance (1)                            67                          
Change in value shortfall of the policyholders"                                 
fund"s investment in:                                                           
Absa (1)                                            (384)                       
Santam (2)                                          46                          
Vukile (2)                                          (71)                        
Satrix (2)                                          (113)                       
Sanlam (3)                                          (632)                       
Elimination of dividend paid to policyholders (3)   (60)                        
Adoption of IFRS:                                                               
New business strain from investment contracts (4)   (13)                        
Share based payments (5)                            (51)                        
Goodwill amortisation (6)                           328                         
Goodwill impairment (6)                             (42)                        
Reclassification of available for sale investments  3 588                       
(7)                                                                             
Profit attributable to shareholders" fund under     2 758                       
IFRS                                                                            
IFRS RECONCILIATION OF EQUITY AND EARNINGS (continued)                          
31 December 2004                                       
                         Assets     Liabilities Minority       Shareholders"    
                                                shareholders"  fund             
                                                interest                        
R million  R million   R million      R million        
Reconciliation of equity:                                                       
Reported under SA GAAP    228 024     197 586      2 796           27 642       
Withdrawal of AC121:                                                            
Reduction in carrying                                                           
value of shareholders"                                                          
fund"s investment in:                                                           
Absa (1)                  (5 456)     (783)        (23)            (4 650)      
Peermont (1)              (386)       (67)         -               (319)        
Safair Lease Finance (1)  (225)       -            -               (225)        
Reduction in carrying                                                           
value of policyholders"                                                         
fund"s investment in:                                                           
Absa (1)                  (613)       (34)         -               (579)        
Santam (2)                (90)        -            -               (90)         
Vukile (2)                2 140       1 483        728             (71)         
Satrix (2)                483         739          -               (256)        
Sanlam (3)                (1 824)     -            -               (1 824)      
Consolidation of          2 539       2 507        32              -            
investment vehicles (8)                                                         
Elimination of inter-     (897)       (897)        -               -            
company transactions (9)                                                        
Reclassification of       (258)       (258)        -               -            
policy loans (10)                                                               
Adoption of IFRS:                                                               
Change in carrying value  -           1 270        (2)             (1 268)      
of investment contracts                                                         
(4)                                                                             
Recognition of deferred   994         -            -               994          
acquisition costs asset                                                         
(4)                                                                             
Tax effect of change in   80          -            -               80           
investment contract                                                             
valuation basis (4)                                                             
Goodwill amortisation (6) 358         -            30              328          
Goodwill impairment (6)   (48)        -            (6)             (42)         
Reclassification of long- 318         318          -               -            
term reinsurance assets                                                         
(11)                                                                            
Revaluation of trading    (42)        -            -               (42)         
account assets and                                                              
liabilities (12)                                                                
Change in carrying value  14          -            7               7            
of other associated                                                             
companies (13)                                                                  
Reclassification of cell  -           47           (47)            -            
owners" interest (14)                                                           
Reclassification of term  169         169          -               -            
finance (15)                                                                    
Reported under IFRS       225 280     202 080      3 515           19 685       
IFRS RECONCILIATION OF EQUITY AND EARNINGS (continued)                          
                         1 January 2004                                         
Assets      Liabilities  Minority        Shareholders" 
                                                shareholders"   fund            
                                                interest                        
                         R million   R million    R million       R million     
Reconciliation of                                                               
equity:                                                                         
Reported under SA GAAP   196 056     172 438      1 931           21 687        
Withdrawal of AC121:                                                            
Reduction in carrying                                                           
value of shareholders"                                                          
fund"s investment in:                                                           
Absa (1)                 (1 822)     (148)        (8)             (1 666)       
Peermont (1)             (91)        (18)         -               (73)          
Safair Lease Finance (1) (292)       -            -               (292)         
Reduction in carrying                                                           
value of policyholders"                                                         
fund"s investment in:                                                           
Absa (1)                 (206)       (11)         -               (195)         
Santam (2)               (136)       -            -               (136)         
Vukile (2)               -           -            -               -             
Satrix (2)               547         690          -               (143)         
Sanlam (3)               (1 344)     -            -               (1 344)       
Consolidation of         1 418       1 404        14              -             
investment vehicles (8)                                                         
Elimination of inter-    (375)       (375)        -               -             
company transactions (9)                                                        
Reclassification of      (207)       (207)        -               -             
policy loans (10)                                                               
Adoption of IFRS:                                                               
Change in carrying value -           1 092        -               (1 092)       
of investment contracts                                                         
(4)                                                                             
Recognition of deferred  836         -            -               836           
acquisition costs asset                                                         
(4)                                                                             
Tax effect of change in  75          -            -               75            
investment contract                                                             
valuation basis (4)                                                             
Goodwill amortisation    -           -            -               -             
(6)                                                                             
Goodwill impairment (6)  -           -            -               -             
Reclassification of long-232         232          -               -             
term reinsurance assets                                                         
(11)                                                                            
Revaluation of trading   (42)        -            -               (42)          
account assets and                                                              
liabilities (12)                                                                
Change in carrying value 14          -            7               7             
of other associated                                                             
companies(13)                                                                   
Reclassification of cell -           -            -               -             
owners" interest (14)                                                           
Reclassification of term -           -            -               -             
finance (15)                                                                    
Reported under IFRS      194 663     175 097      1 944           17 622        
IFRS RECONCILIATION OF EQUITY AND EARNINGS (continued)                          
Notes on IFRS implementation adjustments:                                       
Investments in associated companies and joint venture                           
The Group"s investments in Absa, Peermont and the Safair Lease Finance joint    
venture were recognised at fair value in terms of SA GAAP.  IFRS does not allow 
the continued use of a fair value basis for these investments, resulting in a   
reduction in the carrying value from fair value to an equity-accounted          
valuation.                                                                      
Reported earnings are adjusted with the difference between the fair value-based 
investment return and equity-accounted earnings.                                
Policyholders" fund"s investment in subsidiaries                                
In terms of SA GAAP the policyholders" fund"s investments in Santam and Vukile, 
subsidiaries of the Sanlam group, and Satrix, now a consolidated fund, were     
accounted for as equity investments at fair value.  In terms of IFRS the        
policyholders" interest must be consolidated and measured at net asset value.   
Reported earnings are adjusted with the difference between the fair value-based 
investment return and the consolidated earnings.                                
Policyholders" fund"s investment in Sanlam shares                               
In terms of SA GAAP the policyholders" fund"s investment in Sanlam Limited      
shares was accounted for as an equity investment at fair value.  In terms of    
IFRS the policyholders" interest must be treated as treasury shares and         
recognised as a deduction from equity on consolidation.                         
Reported earnings are adjusted with the investment return earned on the Sanlam  
shares held by policyholder portfolios.                                         
Measurement of investment policy contracts                                      
Investment contracts issued by Sanlam Life Insurance Limited were measured under
SA GAAP using bases similar to the Financial Soundness Valuation (FSV) method.  
These contracts are valued at fair value in terms of IFRS, requiring an         
adjustment to their carrying value.  The FSV valuation includes specific        
allowance for commission and other issuing costs.  In a fair value environment, 
the FSV cost allowance is replaced by a deferred acquisition costs (DAC) asset  
in terms of IAS 18 Revenue.  The new business strain, as well as the increase in
the total net liability recognised in respect of investment contracts, result   
primarily from the difference between the incremental cost that can be          
capitalised to DAC in terms of IFRS and the level of cost allowance inherent to 
the FSV method.                                                                 
Share option costs                                                              
IFRS 2 Share-based Payment requires the recognition of an income statement      
expense in respect of equity instruments granted to participants of the Group"s 
share incentive schemes.  No income statement effect was recognised in terms of 
SA GAAP, except for administration costs incurred in respect of the schemes.    
Goodwill amortisation and impairment                                            
Goodwill in respect of business combinations with an agreement date prior to 31 
March 2004 was amortised under SA GAAP and subject to an impairment review.     
Goodwill is not amortised under IFRS but subject to at least an annual          
impairment review.  Goodwill amortised under SA GAAP during the 2004 financial  
year has been reversed in terms of IFRS 1.  All goodwill has been tested for    
impairment as at 1 January 2004 and 31 December 2004.  An additional impairment 
was required on 31 December 2004, mainly in respect of the Group"s international
operations.                                                                     
Reclassification of available for sale investments                              
In terms of SA GAAP (AC133) the Group classified the majority of its investments
as `available for sale" and elected to transfer unrealised investment surpluses 
directly to equity.  In terms of IFRS 1 the Group has reclassified these        
financial instruments as `at fair value through profit or loss" (refer to the   
Transitional provisions above).  Unrealised investment surpluses formerly       
reported directly in equity have been transferred to the income statement.      
Consolidation of investment vehicles                                            
IFRS requires the consolidation of certain investment vehicles controlled by the
Group, e.g. collective investment schemes, which were previously recognised at  
fair value in the Group balance sheet.                                          
Elimination of inter-company transactions                                       
Inter-company transactions at arm"s length, which do not influence the Group"s  
net earnings, were previously not eliminated from the results to fairly present 
the activities of the various businesses.  In the absence of AC121 inter-company
transactions are eliminated with no net impact on the shareholders" fund.       
Reclassification of policy loans                                                
Loans granted to policyholders were disclosed as separate assets under AC121.   
Loans with a legal right of set-off and where the intention is to settle the    
policy loan and policy liability on a net basis, must be offset in terms of     
IFRS.  The affected loans have been reclassified from investment assets to long-
term policy liabilities.                                                        
Reclassification of long-term reinsurance assets                                
Contracts entered into with reinsurers under which the Group is compensated for 
losses on one or more contracts issued by the Group and that meet the           
classification requirements for insurance contracts were previously offset      
against long-term insurance contract liabilities.  These reinsurance assets have
been reclassified from long-term policy liabilities to a separate asset class in
terms of the disclosure requirements of IFRS 4.                                 
Revaluation of trading account assets and liabilities                           
The valuation of certain unquoted trading assets and liabilities was adjusted to
comply with the requirements of the revised IAS 39, among others in respect of  
the treatment of day one profits.                                               
Change in carrying value of other associated companies                          
The post acquisition equity-accounted earnings of certain associated companies  
have been changed as a result of the transition to IFRS.                        
Reclassification of cell owners" interest                                       
Santam"s interests in cell insurance companies are not consolidated under IFRS, 
resulting in a reclassification of the cell owners" interest from minority      
shareholders" interest to a cell owners" liability.                             
Reclassification of term finance                                                
The short-term portion of term finance formerly relating to the discontinued    
activities of Gensec Bank has been reallocated from working capital liabilities 
to term finance.  In addition, term finance liabilities over properties held in 
unit-linked policyholder portfolios have been reallocated and disclosed         
separately from policyholder assets.                                            
EMBEDDED VALUE                                                                  
EMBEDDED VALUE                                                                  
                                       2005              2004                   
                                       R million         R million              
Sanlam group shareholders" fund at     30 592            29 782                 
fair value                                                                      
Adjustment for discounting capital     245               138                    
gains tax (1)                                                                   
Reverse goodwill and value of          (1 328)           (356)                  
business acquired (2)                                                           
Present value of strategic corporate   (947)             (883)                  
expenses (3)                                                                    
Fair value of share incentive scheme   (793)             (799)                  
(4)                                                                             
Adjustment for delayed tax relief on   (60)              -                      
enhanced early                                                                  
termination benefits(5)                                                         
STC deferred tax asset written down    (79)              (100)                  
(6)                                                                             
Sanlam group shareholders" adjusted    27 630            27 782                 
net assets                                                                      
Net value of life insurance business   10 574            8 851                  
in-force (7)                                                                    
Value of life insurance business in-   12 542            10 285                 
force                                                                           
Individual business                    11 485            9 147                  
Employee benefits                      1 057             1 138                  
Cost of capital at risk                (1 707)           (1 400)                
Individual business                    (1 393)           (1 128)                
Employee benefits                      (314)             (272)                  
Minority shareholders" interest in     (261)             (34)                   
value of in-force                                                               
Sanlam group embedded value            38 204            36 633                 
Embedded value per share (cents) (8)   1 615             1 344                  
Number of shares (million) (8)         2 366             2 726                  
Notes:                                                                          
Adjustment to allow for the delay before incurring the capital gains tax        
liability included in the fair value.                                           
Goodwill and value of insurance and investment contract business acquired       
(VOBA), relating to life insurance subsidiaries, are reversed from the net      
assets, as their value of in-force business is incorporated in the Group"s value
of in-force business. At 31 December 2005 the adjustment was mainly in respect  
of African Life (R955 million) and Merchant Investors Assurance (R356 million). 
The December 2005 value has been calculated by multiplying the 2005 recurring   
corporate expenses not related to life business (after tax) of R115 million by  
the share price of 1519 cents and dividing by the headline earnings per share   
based on the long-term rate of return excluding extraordinary items of 184,4    
cents.                                                                          
The fair value of the Sanlam share incentive scheme has been determined using a 
statistical model.  Actual options outstanding have been valued based on the    
actual share price and dividend yield at the valuation date.                    
At 31 December 2005 the financial statements allow for the full tax deduction of
R180 million on the enhanced early termination benefit cost of R620 million in  
respect of Sanlam Life Insurance Limited.  This adjustment allows for the time  
value effect of not realising the tax relief immediately.                       
The deferred tax asset, relating to life insurance business, based on the unused
STC credits, and included in the net asset value, is reversed as the value of in
force business already includes an allowance for STC.                           
The net value of life insurance business in-force at 31 December 2005 includes  
that of the African Life Group.                                                 
The number of shares is after the effect of shares delisted and cancelled under 
the share buy back programme, as well as the dilution from the additional       
conversion rights vesting during the year in respect of the deferred shares held
by Ubuntu-Botho                                                                 
2.   EMBEDDED VALUE EARNINGS                                                    
2005                            2004       
                                     VALUE OF   ADJUSTED   TOTAL       Total    
                                    IN-FORCE   NET                              
                                              ASSETS                            
R MILLION  R MILLION  R MILLION   R million
 Embedded value from new life        709        (418)      291         321      
 insurance business (1)                                                         
 Earnings from existing life         (450)      1 801      1 351       1 363    
insurance business                                                             
 Expected return on value of in-     1 193      -          1 193       1 148    
 force business (2)                                                             
 Expected transfer of profit from    (1 348)    1 348      -           -        
value of in-force to adjusted net                                              
 assets (3)                                                                     
 Operating experience variations     (314)      452        138         144      
 (4)                                                                            
Operating assumption changes        19         1          20          71       
 Embedded value earnings from life   259        1 383      1 642       1 684    
 operations                                                                     
 Economic assumption changes (5)     (287)      (29)       (316)       197      
Tax changes (6)                     (144)      (35)       (179)       -        
 Investment variances                785        60         845         253      
 Exchange rate movements (7)         4          -          4           (37)     
 Change in minorities shareholders"  (20)       -          (20)        (34)     
interest in value of in-force                                                  
 Growth from life insurance          597        1 379      1 976       2 063    
 business                                                                       
 Investment return on shareholders"  -          5 551      5 551       6 389    
adjusted net assets (9)                                                        
 Change in fair value of share       -          6          6           (368)    
 incentive scheme                                                               
 Total embedded value earnings       597        6 936      7 533       8 084    
before dividends paid, capital                                                 
 movements and cost of treasury                                                 
 shares acquired                                                                
 Acquired value of in-force          1 126      (1 126)    -           -        
business (8)                                                                   
 Dividends paid                      -          (1 363)    (1 363)     (1 082)  
 Capital (share buy-back) / raised   -          (4 446)    (4 446)     846      
 Cost of treasury shares acquired    -          (153)      (153)       (397)    
Change in Sanlam group embedded     1 723      (152)      1 571       7 451    
 value                                                                          
 Growth from life insurance                                22,3%       26,5%    
 business as a % of beginning value                                             
of in-force                                                                    
 Return on embedded value (9)                              20,6%       27,7%    
 Return on embedded value per share                        24,4%       22,6%    
 (10)                                                                           
Notes:                                                                          
The minority shareholders" interest in the net value of new business for 2005   
amounted to R 0,2 million.                                                      
This amount includes the expected return on both the starting value of in-force 
business and the accumulation of value of new business from point of sale to    
year-end.                                                                       
This amount is the expected, after tax, profit transfer to net assets from the  
value of in-force at the start of the year.  (The expected after tax            
profit/(loss) transferred to net assets in respect of value of new business is  
not included).                                                                  
The main contributors to the operating experience variations are positive risk  
experience of R221 million, offset by higher than expected outflows from group  
stabilised bonus business resulting in a R96 million decrease in embedded value.
Economic assumption changes at 31 December 2005 can be broken down into the     
following components:                                                           
Lower bond yields and the reduced inflation gap assumption added R15 million to 
the embedded value.                                                             
Changes to the long-term asset mix assumptions, in respect of:                  
- policyholder funds, leading to a R130 million decrease in the embedded value; 
and                                                                             
- assets supporting capital at risk, leading to a R201 million decrease in the  
embedded value.                                                                 
The tax changes at 31 December 2005 can by broken down into the following       
components:                                                                     
- The change in the corporate tax rate from 30% to 29%, which added R167 million
to the embedded value;                                                          
- The allowance for secondary tax on companies (STC) is made by placing a       
present value on the tax liability generated by net cash dividends paid out by  
the life company. Previously it was assumed that over the long-term the         
proportion of cash dividends paid would reduce to a level of 50% from the       
current 100% level.  We now assume that all future dividends will be paid in    
cash, increasing the deduction for future STC by R273 million; and              
- A strengthening of tax provisions leading to a R73 million decrease in        
embedded value.                                                                 
The principal exchange rates used to translate the operating results of foreign 
business are the same as used in the principal financial statements.            
The acquired value of in-force insurance business relates to the following:     
- At 1 January 2005 the carrying value of Safrican Insurance Company Limited was
included in adjusted net assets.  During 2005 the accompanying goodwill was     
reversed and replaced by value of in-force (R17 million), leaving adjusted      
shareholders" net assets of R9 million after minority interests, with no change 
to total embedded value.                                                        
- At 31 December 2005 the total cost and carrying value relating to African Life
Assurance Company Limited was reversed and replaced by its value of in-force (R1
109 million) and adjusted shareholders" net assets (R1 647 million).            
Total embedded value earnings before dividends paid, capital raised / share buy 
back and cost of treasury shares acquired, as a percentage of embedded value at 
the beginning of the period.                                                    
The return on embedded value per share for 2005 includes the effect of shares   
delisted and cancelled under the share buy back programme, as well as the       
dilution from the additional conversion rights vesting during the year in       
respect of the deferred shares held by Ubuntu-Botho.                            
3.    VALUE OF NEW LIFE INSURANCE BUSINESS                                      
                                                2005        2004                
                                                R million   R million           
     VALUE OF NEW BUSINESS:                                                     
GROSS VALUE OF NEW BUSINESS                318         339                 
     INDIVIDUAL BUSINESS - RSA                  254         279                 
     Employee benefits - RSA                    56          46                  
     International (1)                          8           14                  
Cost of capital at risk                    (27)        (18)                
     INDIVIDUAL BUSINESS - RSA                  (13)        (10)                
     Employee benefits - RSA                    (10)        (5)                 
     International (1)                          (4)         (3)                 
Net value of new business (2)(3)(5)        291         321                 
     NEW BUSINESS PROFITABILITY RATIOS:                                         
     Annual Premium Equivalent (APE) (4)        2 153       1 958               
     INDIVIDUAL BUSINESS - RSA                  1 565       1 489               
Employee benefits - RSA                    445         356                 
     International (1)                          143         113                 
     Present value of new business              16 533      15 357              
     premiums (4)                                                               
INDIVIDUAL BUSINESS - RSA                  11 246      11 096              
     Employee benefits - RSA                    4 111       3 352               
     International (1)                          1 176       909                 
     Net value of new business (2)(3)(5)        291         321                 
INDIVIDUAL BUSINESS - RSA                  241         269                 
     Employee benefits - RSA                    46          41                  
     International (1)                          4           11                  
     APE margin                                 13,5%       16,4%               
INDIVIDUAL BUSINESS - RSA                  15,4%       18,1%               
     Employee benefits - RSA                    10,4%       11,5%               
     International (1)                          2,8%        9,7%                
     Present value of new business              1,8%        2,1%                
premium margin                                                             
     INDIVIDUAL BUSINESS - RSA                  2,1%        2,4%                
     Employee benefits - RSA                    1,1%        1,2%                
     International (1)                          0,3%        1,2%                
Notes:                                                                          
International includes life insurance business of Sanlam Namibia and Merchant   
Investors Assurance.                                                            
African Life is not included, as the company was acquired at the end of the 2005
financial year.                                                                 
Net value of new business includes minority interests of R0,2 million in 2005   
(R2 million in 2004).                                                           
APE (annual premium equivalent) is equal to new recurring premiums (excluding   
indexed growth premiums) plus 10% of single premiums. The profitability of new  
business is measured by both the ratio of value of new business (VNB) to APE, as
well as to the present value of new business premiums                           
The total charge to embedded value of R500 million, resulting from the enhanced 
early termination benefit agreement for savings business, includes the effect on
the current year"s new business.  Had the agreed future minimum standard applied
for the whole of 2005, the new business embedded value figure would have been   
R14 million lower.                                                              
4.   SENSITIVITY ANALYSIS AT 31 DECEMBER 2005                                   
                                Gross                 Net value  Change         
                                value of   Cost of    of in-     from           
                                in-force   capital    force      base           
business   at risk    business   value          
                                R million  R million  R million  %              
     VALUE OF IN-FORCE                                                          
     BUSINESS (1)                                                               
BASE VALUE                 12 262     (1 688)    10 574                    
     Increase risk discount     11 717     (2 166)    9 551      (10)           
     rate by 1,0%                                                               
     Decrease risk discount     13 179     (1 416)    11 763     11             
rate by 1,0%                                                               
     Investment return (and     12 269     (1 580)    10 689     1              
     inflation) decrease by                                                     
     1,0%, coupled with a 1,0%                                                  
decrease in risk discount                                                  
     rate, and with bonus                                                       
     rates changing                                                             
     commensurately                                                             
Investment return (and     11 368     (1 991)    9 377      (11)           
     inflation) decrease by                                                     
     1,0% and with bonus rates                                                  
     changing commensurately                                                    
Non-commission             11 892     (1 675)    10 217     (3)            
     maintenance expenses                                                       
     (excluding investment                                                      
     expenses) increase by 10%                                                  
Discontinuance rates       12 037     (1 628)    10 409     (2)            
     increase by 10%                                                            
     Mortality and morbidity    11 530     (1 663)    9 867      (7)            
     increase by 10% for                                                        
assurances, coupled with                                                   
     a 10% decrease in                                                          
     mortality for annuities                                                    
     Equity assets fall by 10%  11 700     (1 685)    10 015     (5)            
Notes:                                                                          
(1) Value of in-force sensitivity analysis includes African Life.               
                                Gross                                           
                                value of   Cost of    Net value  Change         
new        capital    of new     from           
                                business   at risk    business   base           
                                R million  R million  R million  value          
                                                                 %              
VALUE OF NEW BUSINESS (1)                                                  
     Base value                 318        (27)       291                       
     Increase risk discount     267        (30)       237        (19)           
     rate by 1,0%                                                               
Decrease risk discount     377        (22)       355        22             
     rate by 1,0%                                                               
     Investment return (and     327        (25)       302        4              
     inflation) decrease by                                                     
1,0%, coupled with a 1,0%                                                  
     decrease in risk discount                                                  
     rate, and with bonus                                                       
     rates changing                                                             
commensurately                                                             
     Investment return (and     271        (29)       242        (17)           
     inflation) decrease by                                                     
     1,0% and with bonus rates                                                  
changing commensurately                                                    
     Non-commission             292        (27)       265        (9)            
     maintenance expenses                                                       
     (excluding investment                                                      
expenses) increase by 10%                                                  
     Non-commission             282        (27)       255        (12)           
     acquisition expenses                                                       
     increase by 10%                                                            
Discontinuance rates       299        (26)       273        (6)            
     increase by 10%                                                            
     Mortality and morbidity    249        (27)       222        (24)           
     increase by 10% for                                                        
assurances, coupled with                                                   
     a 10% decrease in                                                          
     mortality for annuities                                                    
Notes:                                                                          
(1) The value of new business sensitivity analysis excludes African Life.       
5.   EMBEDDED VALUE METHODOLOGY                                                 
Other than stated below, the embedded value methodology applied in preparing the
embedded value report is consistent with the methodology used in the previous   
year.  The most significant changes for the current period include:             
Revised assumptions for modeling future STC on net cash dividends; and          
Adjustments to assumed long-term asset mix assumptions for both policyholders"  
and shareholders" funds.                                                        
These changes, together with other significant items of experience, have been   
highlighted and their effect quantified in the notes to the embedded value      
results tables.                                                                 
6.   ASSUMPTIONS                                                                
Investment return and inflation                                                 
The assumed investment return on assets supporting the policyholder liabilities 
and capital at risk are based on the long-term asset mix for these funds.       
Inflation indexation for individual life premiums is assumed to be equal to     
consumer price index inflation, while that for employee benefits is assumed to  
equal expected salary inflation. Unit cost inflation is assumed to be at the    
same level as salary inflation.                                                 
Cost of capital at risk                                                         
The assumed composition of the assets backing the capital at risk is consistent 
with Sanlam"s practice and with the long-term asset distribution when           
calculating the capital requirements.                                           
Decrements, expenses and bonuses                                                
Future mortality, morbidity and discontinuance rates and future expense levels  
are based on recent experience where appropriate.                               
Future rates of bonuses for traditional participating business, stable bonus    
business and participating annuities are set at levels that are supportable by  
the assets backing the respective product asset funds at the respective         
valuation dates.                                                                
The surrender and paid-up bases of South African life companies have been       
adjusted, where applicable, to reflect the minimum standards for early          
termination values agreed by the Life Offices" Association and National         
Treasury.  In all other respects, future benefits have been determined on       
current surrender and paid-up bases.                                            
HIV/Aids                                                                        
Allowance is made, where appropriate, for the impact of expected HIV/Aids-      
related claims, consistent with the recommendations of the Actuarial Society of 
South Africa as set out in its proposed Professional Guidance Note 105, adjusted
for the findings from subsequently released ASSA Aids models.                   
Premiums on individual business are assumed to be rerated, where applicable, in 
line with deterioration in mortality, with a three-year delay from the point    
where mortality losses would be experienced.                                    
Recurring expenses and project costs                                            
Future investment expenses are based on the current scale of fees payable by the
Group"s life insurance companies to the relevant asset managers. To the extent  
that this scale of fees includes profit margins for Sanlam Investment           
Management, these margins have not been included in the value of in-force and   
new business.                                                                   
In determining the value of in-force business, the value of expenses for certain
planned projects focusing on both administration and distribution aspects of the
life insurance business has been deducted. These projects are of a short-term   
nature, although similar projects may be undertaken from time-to-time. No       
allowance has been made for the expected positive impact these projects may have
on the future operating experience.                                             
Taxation                                                                        
Projected tax is allowed for at rates and on bases in accordance with the tax   
regimes applicable for each of the life businesses.                             
Allowance is made for capital gains tax in South Africa.  The assumed rollover  
period for realisation of investments is five years for property and equity     
assets supporting policy reserves.  For property and equity assets supporting   
capital at risk the assumed rollover period is five years except for Santam     
where we assume a ten year rollover period.                                     
Allowance for secondary tax on companies (STC) is made by placing a present     
value on the tax liability generated by the net cash dividends paid out, that   
are attributable to the South African life companies. It is assumed that all    
future dividends will be paid in cash.  Previously it was assumed that over the 
long-term the proportion of cash dividends paid would fall to a level of 50%    
from the starting 100% level.                                                   
No allowance is made for tax changes announced by the Minister of Finance in his
budget speech on 15 February 2006.                                              
SENSITIVITY ANALYSIS                                                            
Risk premiums relating to mortality are assumed to be increased consistent with 
mortality experience (where appropriate).                                       
The mortality assumption relating to annuities is decreased, because a decrease 
in mortality increases the mortality risk on annuities.                         
7.   GROSS INVESTMENT RETURN AND INFLATION                                      
                         Sanlam Life     Merchant         African   BIHL (1)    
                         Insurance       Investors        Life (1)              
                         Limited                                                
2005    2004    22005   2004     2005      2005        
                         %       % p.a.  %       % p.a.   %         %           
    Fixed-interest       7,5     8,3     4,1     4,6      7,4       10,0        
    securities                                                                  
Equities and         9,5     10,3    6,6     7,0      9,4       12,0        
    offshore                                                                    
    investments                                                                 
    Hedged equities (2)  7,5     8,3     6,6     7,0      n/a       n/a         
Property             8,5     9,3     6,6     7,0      8,4       11,0        
    Cash                 5,5     6,3     4,1     4,6      5,4       8,0         
    Risk discount rate   10,0    10,8    7,8     8,3      10,9      13,5        
    Return on capital    7,8     9,1     4,1     4,6      7,9       11,0        
at risk                                                                     
    Unit cost and        4,0     4,3     3,0     3,0      4,4       7,0         
    salary inflation                                                            
    Consumer price       3,0     3,3     3,0     3,0      n/a       n/a         
index inflation                                                             
8.   LONG-TERM ASSET MIX FOR ASSETS SUPPORTING THE CAPITAL AT RISK              
                         Sanlam Life      Merchant        African   BIHL(1)     
                         Insurance        Investors       Life(1)               
Limited                                                
                         2005    2004     2005    2004    2005      2005        
                         %       %        %       %       %         %           
     Equities            25      42       0       0       50        65          
Hedged equities     35      26       0       0       0         0           
     Property            5       8        0       0       0         4           
     Fixed-interest      20      20       0       0       25        14          
     securities                                                                 
Cash                15      4        100     100     25        17          
                         100     100      100     100     100       100         
Notes:                                                                          
African Life = African Life Assurance Company Limited; BIHL = Botswana Insurance
Holdings Limited.                                                               
The assumed future return for these assets is lower than that of equities, which
are not hedged, reflecting the cost of derivative instruments.                  
GROUP SECRETARY                                                                 
JOHAN BESTER                                                                    
REGISTERED OFFICE                                                               
2 STRAND ROAD, BELLVILLE 7530, SOUTH AFRICA                                     
tELEPHONE +27 21 947-9111                                                       
FAX +27 21 947-8066                                                             
POSTAL ADDRESS                                                                  
PO BOX 1, SANLAMHOF 7532, SOUTH AFRICA                                          
REGISTERED NAME: SANLAM LIMITED                                                 
(REGISTRATION NUMBER 1959/001562/06)                                            
JSE SHARE CODE: SLM                                                             
NSX SHARE CODE:  SLA                                                            
ISIN NUMBER: ZAE000070660                                                       
INCORPORATED IN SOUTH AFRICA                                                    
TRANSFER SECRETARIES:                                                           
COMPUTERSHARE INVESTOR SERVICES 2004 (PROPRIETARY) LIMITED                      
(REGISTRATION NUMBER 2004/003647/07)                                            
70 MARSHALL STREET, JOHANNESBURG 2001, SOUTH AFRICA                             
PO BOX 61051, MARSHALLTOWN 2107, SOUTH AFRICA                                   
TEL 086 1100 913                                                                
Fax  +27 11 688-5201                                                            
WWW.SANLAM.CO.ZA                                                                
Directors: R.C. Andersen (Chairman), P.T. Motsepe (Deputy Chairman), J. van Zyl 
(Group Chief Executive), M.M.M. Bakane-Tuoane, D.C. Brink, A.S. du Plessis, F.A.
du Plessis, W.G. James, M.V. Moosa, P. de V. Rademeyer, M. Ramos, G.E. Rudman,  
R.V. Simelane, Z.B. Swanepoel, E. van As, J.J.M. van Zyl                        
Date: 09/03/2006 08:07:10 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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