Increase In Ceo’s Minimum Shareholding Requirement

Old Mutual Limited

Incorporated in the Republic of South Africa

Registration number: 2017/235138/06

ISIN: ZAE000255360

LEI: 213800MON84ZWWPQCN47

JSE Share Code: OMU

JSE Alpha Code: OMLI

LSE Share Code: OMU

MSE Share Code: OMU

NSX Share Code: OMM

ZSE Share Code: OMU

("Old Mutual" or "Company")

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14 November 2025

IMPLEMENTATION OF A CEO OUTPERFORMANCE PLAN; INCREASE IN CEO'S MINIMUM SHAREHOLDING REQUIREMENT

Shareholders are advised that the Board of Directors of Old Mutual ("Board") approved the acquisition of 13,799,448 ordinary Old Mutual shares on the open market and provided clearance to deal. These shares will be held in escrow by the agent, to facilitate the implementation of a new special Outperformance Plan ("OPP") for the Group Chief Executive Officer of the Company ("CEO"), Mr Jurie Strydom.

The Board acknowledges that, since 2018, the Company's share price has not met expectations and continues to trade at a discount to Group Equity Value. In response, the Board has mandated the new CEO to unlock significant and sustained shareholder value. The OPP is structured to align executive performance directly with the long-term interests of shareholders.

The plan comprises both Forfeitable Shares as well as Dividend Shares structured to reward exceptional performance and value creation. This initiative reflects the Board's confidence in Mr Strydom's leadership and its commitment to delivering sustainable value creation for all stakeholders.

Key Features of the Outperformance Plan

Forfeitable Shares

At inception, the Group CEO is granted Share Appreciation Rights ("SARs") with a maximum notional value of R300 million. The OPP strike price of R10.87 reflects the 30-day volume-weighted average price ("VWAP") up to and including 12 May 2025, being the date when the CEO's employment commenced. The notional value and strike price equates to 27,598,896 SARs. Since the appreciation is capped, it can be underpinned by a maximum number of 13,799,448 Forfeitable Shares.

The share appreciation portion of the plan is capped at R300 million by restricting the maximum benefit to a doubling of the strike price (i.e. R21.74). Should the share price rise above R21.74 then a proportional number of Forfeitable Shares will be lapsed to maintain the R300m value cap.

To support the implementation of the plan, 13,799,448 shares (the "Forfeitable Shares") will be acquired on the open market and held in escrow. Should all of these shares vest at the maximum price cap of R 21.74 then R 300 million of value will be realised by the new CEO from the Forfeitable Shares.

Dividend Shares

The Forfeitable Shares will accrue dividends over time, which will be reinvested into additional Dividend Shares. Both the Forfeitable Shares and Dividend Shares are subject to the same performance hurdles and will only vest in proportion to the level of share price appreciation achieved (see performance hurdles described below). However, should the share price rise above the R21.74 cap then this will not result in Dividend Shares being forfeited as would be the case for the Forfeitable Shares.

Performance hurdles

The plan incorporates clearly defined performance hurdles in addition to the previously defined cap on the total potential value that may be realised. The performance hurdles are defined as follows:

·      If share price appreciation is less than 40%, no rights will vest.

·      If appreciation is between 40% and 59.9%, 33% of the rights will vest.

·      If appreciation is between 60% and 79.9%, 67% of the rights will vest.

·      Full vesting (100%) will occur only if the share price appreciates by 80% or more from the strike price.

Employment, exercise and holding periods

There is a minimum five-year employment period, ending on 12 May 2030, during which the CEO must remain in continuous service to retain eligibility under the OPP. This is followed by a two-year exercise window, from 12 May 2030 to 12 May 2032, during which vested rights may be exercised in tranches of no less than 25%. Each exercised tranche will then be subject to a further two-year holding period, during which the Forfeitable Shares and Dividend Shares will continue to be held by the escrow agent. The OPP rules outline the various termination and change of control provisions which are applicable from 12 May 2025 until expiry of the holding period(s).

Shareholders will be kept informed of any material developments relating to the OPP in accordance with regulatory requirements including details of the indirect acquisition of the 13,799,448 ordinary Old Mutual shares on the open market by the escrow agent.

CEO minimum shareholding requirement

To further align Mr. Strydom's interests with those of shareholders, the Board has also increased the CEO's minimum shareholding requirement ("MSR") from 200% to 300% of his total guaranteed remuneration. Mr Strydom has therefore acquired R10 million worth of Old Mutual shares in his personal capacity, as disclosed in the dealing announcement issued on the Stock Exchange News Service of the JSE on 14 November 2025, which represents an initial contribution to the revised MSR level, demonstrating his personal commitment to the long-term success of Old Mutual and to its shareholders. In line with the Minimum Shareholding Policy, the CEO has five years to achieve compliance.

Sandton

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About Old Mutual

Old Mutual is a premium African financial services group that offers a broad spectrum of financial solutions to retail and corporate customers across key market segments in 12 countries. Old Mutual's primary operations are in Africa, and it has a niche business in China. With over 179 years of heritage across sub-Saharan Africa, Old Mutual is a crucial part of the communities it serves as well as broader society on the continent.

For further information on Old Mutual and its underlying businesses, please visit the corporate website at www.oldmutual.com.