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Posting of the Joint Scheme Circular and Notice of the General Meeting of Santam shareholders to approve the Scheme of Arrangement
SANTAM LIMITED SANLAM LIFE INSURANCE LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 1918/001680/06) (Registration number: 1998/021121/06)
LEI: 37890092DC55C7D94B35 LEI: 378900E10332DF012A23
JSE Share Code: SNT & ISIN: ZAE000093779 Bond Issuer Code: BISLI
NSX Share Code: SNM ("Sanlam Life")
A2X Share Code: SNT
Bond Issuer Code: BISAN
("Santam")
SANLAM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1959/001562/06)
LEI: 37890014418406D9FC23
JSE Share Code: SLM
NSX Share Code: SLA
A2X Share Code: SLM
ISIN: ZAE000070660
("Sanlam" or "Sanlam Group")
POSTING OF THE JOINT SCHEME CIRCULAR AND NOTICE OF THE GENERAL MEETING OF
SANTAM SHAREHOLDERS TO APPROVE THE SCHEME OF ARRANGEMENT
Unless otherwise defined in this announcement, capitalised words and expressions contained herein
shall have the same meanings as assigned to them in the FIA and Circular referred to below.
1. INTRODUCTION
Sanlam Shareholders, Santam Shareholders and Noteholders are referred to the joint firm
intention announcement dated 5 October 2026, and supplemented by a further announcement
on 14 October 2026, (together, the “FIA”), released by Santam and Sanlam on SENS, NENS and
ANS, wherein Sanlam (through its wholly-owned subsidiary, Sanlam Life) agreed to make an
offer to acquire all the issued ordinary shares of Santam (excluding the Santam Shares held by
the Excluded Shareholders) (“Scheme Shares”) by way of a scheme of arrangement in terms
of section 114(1) of the Companies Act (“Scheme”).
The Scheme provides for a cash consideration of R505.00 (five hundred and five rand) (50,500
cents) per Scheme Share (“Scheme Consideration”), with an aggregate Scheme Consideration
for all Scheme Shares of approximately R21.2 billion. Sanlam’s beneficial shareholding in
Santam is 68,023,017 Santam Shares, representing 61.9% of the issued Santam Shares
(excluding Treasury Shares).
The implementation of the Scheme remains subject to the fulfilment and/or waiver, as applicable,
of the Scheme Conditions set out in the Circular, including, inter alia, approval of the Scheme by
Eligible Shareholders. If the Scheme Conditions are not fulfilled and/or waived, as the case may
be, on or before the Long Stop Date, the Scheme will not become operative and will not be
implemented, and Santam Shareholders will retain their Santam Shares.
Following implementation of the Scheme, the listing of all the Santam Shares will be terminated
automatically on the Main Board of the JSE and applications will be made to NSX and A2X for
the termination of the listing of the Santam Shares on those exchanges, and Santam will
thereafter become a wholly-owned subsidiary of Sanlam.
2. CIRCULAR AND NOTICE OF GENERAL MEETING
Santam Shareholders are advised that a Circular setting out the complete details relating to the
Transaction, including, but not limited to, the rationale for the Scheme and the Delisting, the
recommendation of the Independent Board, the Independent Expert’s Report and the necessary
forms to effect the Scheme, has been distributed today, Tuesday, 3 November 2026, to Santam
Shareholders recorded in Santam’s Register on Friday, 23 October 2026. The Circular is
available in English only and has also been published on Santam’s website
(https://www.santam.co.za/) as well as on Sanlam’s website (www.sanlam.com). Copies of the
Circular may also be requested by emailing Santam’s investor relations team at
Investor.Relations@santam.co.za.
The Circular incorporates a notice convening a general meeting of Santam Shareholders to
consider and, if deemed appropriate, pass, with or without modification, the resolutions required
to approve and implement the Scheme. The General Meeting will be held entirely by way of
electronic communication at 14:00 on Wednesday, 2 December 2026.
3. SHAREHOLDER UNDERTAKINGS
As at the date of the Circular, Santam and Sanlam have received Irrevocable Undertakings and
Indications of Support from Eligible Shareholders to vote in favour of, or otherwise support, the
Scheme Resolution, representing, in aggregate, approximately 48.3% of the Scheme Shares
(this number includes further Indications of Support received after the Last Practicable Date).
4. SALIENT DATES AND TIMES
The salient dates and times pertaining to the Scheme and the General Meeting are set out below
and are also contained in the Circular:
Record date to determine which Shareholders are entitled to receive the Circular on Friday, 23 October
2026
Circular distributed to Shareholders and Notice convening the General Meeting Tuesday, 3 November
published on SENS, NENS and ANS on 2026
Notice of distribution of Circular and Notice of the General Meeting published in the Thursday, 5 November
South African press on 2026
Last day to trade in Santam Shares in order to be recorded in the Register to attend, Tuesday, 17 November
participate and vote at the General Meeting on (refer to note 3 below) 2026
Record date for Shareholders to be recorded in the Register in order to be eligible to Friday, 20 November
attend, participate and vote at the General Meeting on 2026
Last day and time to lodge Forms of Proxy (yellow) with the Transfer Secretary by Monday, 30 November
14:00 on (refer to note 5 below) 2026
Last date and time for Shareholders to give notice to Santam objecting to the Scheme Wednesday,
Resolution in terms of section 164(3) of the Companies Act by 14:00 on 2 December 2026
Forms of Proxy (yellow) not lodged with the Transfer Secretary may be emailed to the Wednesday,
Transfer Secretary at proxy@computershare.co.za before the proxy exercises the 2 December 2026
voting rights on
General Meeting to be held at 14:00 on Wednesday,
2 December 2026
Results of General Meeting published on SENS, NENS and ANS on or about Thursday, 3 December
2026
Results of General Meeting published in the South African press on or about Friday, 4 December
2026
If the Scheme is approved at the General Meeting:
Last day for Shareholders who have voted against the Scheme to require Santam to Wednesday,
seek Court approval for the Scheme in terms of section 115(3)(a) of the Companies 9 December 2026
Act if the Scheme is approved at the General Meeting but the Scheme Resolution was
opposed by at least 15% of the voting rights that were exercised on the Scheme
Resolution at the General Meeting (where applicable) on
Last day for Shareholders who have voted against the Scheme to be granted leave Thursday,
by a Court to apply for a review of the Scheme in terms of section 115(3)(b) of the 17 December 2026
Companies Act if the Scheme Resolution is approved at the General Meeting (where
applicable) on
Last day for Santam to give notice of adoption of the Scheme Resolution approving Thursday,
the Scheme in terms of section 164(4) of the Companies Act to Dissenting 17 December 2026
Shareholders in accordance with section 164 of the Companies Act on
Last day for objecting Shareholders to make a demand to Santam, to pay such Monday, 18 January
objecting Shareholders the fair value of all Santam Shares held by them in terms of 2027
section 164(7) of the Companies Act on
If the Scheme becomes unconditional (the following dates assume that no Court approval or review of
the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional):
Expected date of issuance of Compliance Certificate by the TRP on Monday, 1 February
2027
Expected finalisation announcement with regard to the Scheme published on SENS, Tuesday, 2 February
NENS and ANS (assuming no Shareholder exercises their right in terms of section 2027
115(3)(a) or section 115(3)(b) of the Companies Act) by 11:00 on or about
Expected finalisation announcement published in the South African press on or about Wednesday,
3 February 2027
Expected date for delisting application in respect of Santam Shares to be lodged with Thursday, 4 February
the JSE on or about 2027
Expected last day to trade in Santam Shares on the JSE in order to participate in the Tuesday, 9 February
Scheme on or about 2027
Expected suspension of the listing of the Santam Shares at the commencement of Wednesday,
trade on the JSE on or about 10 February 2027
Expected Scheme Record Date, being the date on which Shareholders must be Friday, 12 February
recorded in the Register to participate in the Scheme, by close of trade on or about 2027
Expected Scheme Implementation Date on or about Monday, 15 February
2027
Scheme Consideration expected to be sent by EFT to Scheme Participants who are Monday, 15 February
Certificated Shareholders and who have lodged their Form of Surrender and Transfer 2027
(blue) with the Transfer Secretary on or prior to 12:00 on the Scheme Record Date,
on or about
Dematerialised Scheme Participants expected to have their accounts with their Broker Monday, 15 February
or CSDP credited with the Scheme Consideration on or about 2027
Expected date for the termination of listing of the Santam Shares in terms of the Tuesday, 16 February
Scheme at commencement of trade on the JSE, A2X and NSX on or about 2027
Notes:
1. The above dates and times may be amended by Santam and Sanlam (subject to the approval of the JSE
and/or the TRP, if required). The dates have been determined based on certain assumptions regarding the
date by which certain Shareholder and regulatory approvals will be obtained and that no Court approval or
review of the Scheme Resolution will be required. Any change in the dates and times will be published on
SENS, NENS and ANS.
2. All dates and times quoted in this document are South African dates and times.
3. Shareholders should note that, as transactions in the Santam Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
Shareholders who acquire the Santam Shares after close of trade on Tuesday, 17 November 2026, will not be
eligible to attend, participate and vote at the General Meeting.
4. For purposes of being eligible to attend, participate and vote at the General Meeting, no Dematerialisation or
re-materialisation of the Santam Shares may take place between Wednesday, 18 November 2026 and Friday,
20 November 2026, both days inclusive.
5. In terms of clause 23.35 of the MOI, a Form of Proxy (yellow) must be lodged with the Transfer Secretary no
later than 48 hours (excluding Saturdays, Sundays and gazetted public holidays) before the General Meeting,
being by 14:00 on Monday, 30 November 2026. A Form of Proxy (yellow) not lodged with the Transfer
Secretary by that time may be emailed to the Transfer Secretary at proxy@computershare.co.za before the
proxy exercises the voting rights of the Shareholder at the General Meeting.
6. If the General Meeting is adjourned or postponed, a Form of Proxy (yellow) submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
7. If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) that have not yet been submitted
should be lodged with the Transfer Secretary by no later than 48 hours before the adjourned or postponed
General Meeting but may nonetheless be emailed to the Transfer Secretary at proxy@computershare.co.za
before the proxy exercises the voting rights of the Shareholder at the adjourned or postponed General Meeting.
8. Should sufficient Shareholders vote against the Scheme Resolution at the General Meeting so that a
Shareholder may require Santam to obtain Court approval regarding the Scheme Resolution as contemplated
in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request, the dates and
times set out above will need to be amended. Shareholders will be notified separately of the applicable dates
and times under this process.
9. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of section 115(3)(b)
of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will
need to be amended. Shareholders will be notified separately of the applicable dates and times under this
process.
10. For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-materialisation of the
Santam Shares may take place after Tuesday, 9 February 2027.
11. The date of payment of the Scheme Consideration is expected to be Monday, 15 February 2027 in respect of
Dematerialised Shareholders and in accordance with paragraph 8.10.3 of the Circular in respect of Certificated
Shareholders.
5. TAX IMPLICATIONS FOR SHAREHOLDERS AND SCHEME PARTICIPANTS
5.1 The tax implications of the Scheme are dependent on the individual circumstances of, and the
tax jurisdictions applicable to, the Shareholders and Scheme Participants concerned. It is
recommended that Shareholders and Scheme Participants seek appropriate professional advice
in this regard.
5.2 None of Sanlam, Sanlam Life, Santam or any of their advisors can be held responsible for the
tax consequences applicable to any Shareholder or Scheme Participant.
5.3 To the extent that securities transfer tax (“STT”) is payable in accordance with the STT Act, the
STT will be payable by the CSDP on the transfer of the Santam Shares from Shareholders to
Sanlam Life, calculated as 0.25% of the Scheme Consideration paid by Sanlam Life. The STT
will be borne by Sanlam Life in accordance with the STT Act. Any STT amount paid by a CSDP
is recoverable by the CSDP from Sanlam Life and accordingly, Sanlam Life undertakes to make
such payment in this regard.
6. DIRECTORS’ RESPONSIBILITY STATEMENT
6.1 The Santam Board and the Independent Board
The Independent Board and the Santam Board, individually and collectively, accept full
responsibility for the accuracy of the information contained in this announcement (to the extent
that the information relates to Santam) and certify that, to the best of their knowledge and belief,
such information is true and this announcement does not omit any facts that would make any of
the information false or misleading or would be likely to affect the importance of any information
contained in this announcement, and that all reasonable enquiries to ascertain such facts have
been made and that this announcement contains all information required by law and the Listings
Requirements.
6.2 The Sanlam and Sanlam Life Boards
The board of directors of Sanlam and Sanlam Life (to the extent that the information relates to
Sanlam, Sanlam Life and/or the Sanlam Group) accept full responsibility for the accuracy of the
information contained in this announcement and certify that, to the best of their knowledge and
belief, such information is true and this announcement does not omit any facts that would make
any of the information false or misleading or would be likely to affect the importance of any
information contained in this announcement and that all reasonable enquiries to ascertain such
facts have been made and that this announcement contains all information required by law and
the Listings Requirements.
Johannesburg
03 November 2026
Transaction Sponsor to Santam
Investec Bank Limited
Financial Advisor to Santam
Goldman Sachs International, Johannesburg Branch
Legal and Tax Advisor to Santam
ENS
Independent Expert to Santam
Rand Merchant Bank (a division of FirstRand Bank Limited)
Financial Advisor and Transaction Sponsor to Sanlam
J.P. Morgan
Legal and Tax Advisor to Sanlam and Sanlam Life
Webber Wentzel
Date: 03/11/2026 03:00:00
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