Press release
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SANLAM LIMITED ( Incorporated in the Republic of South Africa ) ( Registration number : 1959/001562/06 ) JSE Share Code : SLM NSX Share Code : SLA A2X Share Code : SLM ISIN : ZAE000070660 ( " Sanlam " or " Sanlam Group " ) SANTAM LIMITED ( Incorporated in the Republic of South Africa ) ( Registration number : 1918/001680/06 ) LEI : 37890092DC55C7D94B35 JSE Share Code : SNT & ISIN : ZAE000093779 NSX Share Code : SNM A2X Share Code : SNT Bond Company Code : BISAN ( " Santam " ) SANLAM LIFE INSURANCE LIMITED ( Incorporated in the Republic of South Africa ) ( Registration number : 1998/021121/06 ) LEI : 378900E10332DF012A23 Bond Issuer Code : BISLI ( " Sanlam Life " ) JOINT FIRM INTENTION ANNOUNCEMENT REGARDING AN OFFER BY SANLAM ( ACTING THROUGH SANLAM LIFE ) TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARES OF SANTAM NOT ALREADY OWNED BY SANLAM LIFE , EXCLUDING ANY TREASURY SHARES , BY WAY OF A SCHEME OF ARRANGEMENT AND THE SUBSEQUENT DELISTING OF SANTAM 1 . INTRODUCTION 1.1 1.2 1.3 Santam ordinary shareholders ( " Santam Shareholders " ) and Sanlam ordinary shareholders ( " Sanlam Shareholders " ) are advised that on 5 October 2026 ( " Signature Date " ) , Santam , Sanlam and Sanlam Life entered into an implementation agreement ( the " Implementation Agreement " ) in terms of which Sanlam ( acting through its wholly owned subsidiary Sanlam Life , hereinafter collectively referred to as " Sanlam " ) agreed to make an offer to Santam Shareholders to acquire all the issued ordinary shares of Santam ( " Santam Shares " ) excluding the Santam Shares already held by ( i ) Sanlam Life ( or any other subsidiary of Sanlam ) ( " Sanlam Subsidiary Shares " ) ; and ( ii ) any subsidiary of Santam ( the " Treasury Shares " , and together with the Sanlam Subsidiary Shares being the " Excluded Shares " ) , for a consideration of R505 ( five hundred and five rand ) per eligible Santam Share ( " Scheme Consideration " ) to be settled in cash as described in paragraph 4 below ( the " Proposed Transaction " ) . Sanlam is currently the majority shareholder in Santam , with an effective shareholding of 62.7 % of all issued Santam Shares ( excluding the Treasury Shares ) , as at 18 September 2026 . The Proposed Transaction will be implemented by way of a scheme of arrangement in terms of section 114 ( 1 ) read with section 115 of the Companies Act , 71 of 2008 ( the " Companies Act " ) , Chapter 5 of the Companies Regulations , 2011 ( the " Takeover Regulations " ) , to be proposed by the board of directors of Santam ( " Santam Board " ) between Santam and Santam Shareholders excluding the Excluded Shares ( " Scheme Participants " ) , in terms of which Sanlam Life will acquire the Santam Shares of the Scheme Participants for the Scheme Consideration on the terms and subject to the conditions precedent ( " Scheme Conditions " ) set out in paragraph 4 below ( the " Scheme " ) . Following implementation of the Scheme , the delisting of all of the Santam Shares from the main board ( " Main Board " ) of the JSE Limited ( " JSE " ) will take place automatically , in terms of paragraph 1.8 of the JSE Listings Requirements ( " JSE Listings Requirements " ) , without any additional shareholder approvals being required . An application will be made to the Namibian Securities Exchange ( " NSX " ) and the A2X Markets ( " A2X " ) for the