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Mutualpark, Jan Smuts Drive, Pinelands 7405, PO Box 878, Cape Town 8000, South Africa.

Tel +27 (0)21 509 0203, Fax +27 (0)21 509 0000. www.oldmutual.co.za

BULA TSELA EMPLOYEE SCHEME AWARD LETTER

02 December 2022

Phathiswa Zothe
585210

Dear Phathiswa

Bula Tsela Forfeitable Share Awards

The Old Mutual Bula Tsela Employee Scheme provides eligible Old Mutual Group employees with the oppor-
tunity to share in the success of the Old Mutual Group through the ownership of shares with the primary aim
of transforming the equity ownership of Old Mutual.

We have the pleasure of confirming that, as an eligible employee of the Old Mutual Group, you have been
granted an award in relation to Old Mutual shares as part of the Old Mutual Bula Tsela Employee Scheme.
The grant date (and “Award Date” as defined in the OML Bula Tsela Employee Scheme rules) for this award is
21 November 2022.

The share offer:

The share award granted to you is 5 200 forfeitable shares.

The gross indicative value of your award is R 57 928.00, calculated at a share price of R 11.14 (using the share
price as at 30 Nov 2022) x actual number of forfeitable shares awarded of 5 200. This award value will fluctuate
with movements in the OML share price and may decrease with unpaid notional loans.

Your share award will vest as set out below, subject to continued employment over the 10 year term.

Award Vesting Date % Shares Vesting Number of Shares Vesting Settlement Date*
Bula Tsela 21 Nov 26 25% 1 300 21 Nov 32
Bula Tsela 21 Nov 28 25% 1 300 21 Nov 32
Bula Tsela 21 Nov 30 50% 2 600 21 Nov 32
*The date for transfer of proceeds to employees will take place as soon as practicable after the settlement date.

Your Bula Tsela Award has been granted in accordance with the rules of the OML Bula Tsela Employee
Scheme.

Old Mutual Life Assurance Company (South Africa) Limited. Reg No: 1999/004643/06
Licensed Financial Services Provider

To report unethical behaviour, call the Anonymous Reporting line 0800 222 117 or visit www.oldmutualanonymousreports.co.za
Some of the major features of the Bula Tsela Employee Scheme award include:

Eligibility
• To be eligible for this award, you must be employed by the Old Mutual
Group on 1 November 2022 and be an active employee on 21
November 2022. If you do not meet this requirement, then this award
letter will have been sent to you erroneously and the grant/offer in this
letter will be deemed to be null and void.

Awards
• Your share award will be split into 2 categories:
• 20% Fully-Funded Shares by your employer company and
• 80% Notionally-Funded Shares.

Notionally-Funded Shares
• Notional funding means that Old Mutual has funded the shares but the
funding needs to be repaid. The notional funding will increase annually
based on an interest rate of 85% of prime and decrease by 85% of
declared dividends on the Notionally-Funded Shares.

Restrictions
• Your share award will be restricted for a 10 year term.
• You may not encumber or sell, transfer, assign or otherwise dispose of
the forfeitable shares during this term.

Dividends
• During the 10 year term, you will be entitled to dividends, as and when
declared by OML, and full voting rights, in respect of the forfeitable
shares, subject to the OML Bula Tsela Employee Scheme rules.
• The rules allow for 100% of dividends on the 20% Fully-Funded Shares
and 15% of dividends on the 80% Notionally-Funded Shares. 85% of
dividends on the 80% Notionally-Funded shares will be used to reduce
the notional loan.

Repurchase Right
• The number of Notionally-Funded Shares will be reduced if the Notional
Funding is not fully settled during the 10 year term.

Termination of
• If you exit the OML group by reason of dismissal during the 10 year
employment
term, your entire award will lapse.
• If you exit the OML group by reason of resignation, retirement,
retrenchment, ill-health/ disability, sale or closure of a business during
the restricted period, your unvested portion of your award will lapse,
and your vested portion will remain vested but will remain in the plan
until the end of the 10 year term.
• If you exit the OML group by reason of death during the 10 year term,
your vested and unvested portion of your award will vest at date of
passing. Your entire award will be paid out in cash to your estate based
on the calculation contained in the Bula Tsela Scheme Rules.

Tax
• Dividends will be subject to the tax applicable to your country of
residence or employment.
• Securities Transfer Tax (STT at 0,25%) incurred by the trusts when
subscribing for the shares in Old Mutual, gives rise to a taxable benefit
to you as a participant. This fringe benefit is subject to employee tax
which will be deducted from your salary in January 2023.
• After the 10 year term your shares will be subject to employee tax.
The Offer in this Award Letter and your Acceptance thereof are subject to i) the OML Bula Tsela Employee
Scheme rules; ii) OML’s Memorandum of Incorporation. The Offer is personal to you and may only be ac-
cepted by you (acting as principal).

If you wish to decline this award, please decline on the ShareForce system within 5 business days of the date of
this Award Letter. The award will be deemed to be accepted by you if you do not decline it. The acceptance
of the award does not give rise to any financial obligations on your part i.e., you will not be required to pay
for your award.

This letter, read together with the OML Bula Tsela Employee Scheme rules, constitutes a contract between you,
your Employer Company and Old Mutual Ltd regarding your participation in the OML Bula Tsela Employee
Share Scheme. If there are any discrepancies between this letter and the OML Bula Tsela Employee Scheme
rules, the rules will prevail.

Additional information can be found in the Bula Tsela Employee Handbook which can also be accessed via
the following link.

Please refer to the following link for the notice required under Section 97 of the Companies Act.

Celiwe Ross

Signature of OML Group Strategy and Group


Human Capital Director on Behalf of the
Employer Company

02 December 2022

Date

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