Posting of the Joint Scheme Circular and Notice of the General Meeting of Santam shareholders to approve the Scheme of Arrangement
TakeoverMaterial
In brief
A circular has been posted regarding Sanlam's offer to acquire all remaining Santam shares for R505.00 per share, totalling approximately R21.2 billion. Santam shareholders will vote on the scheme at a general meeting on 2 December 2026.
The announcement
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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.