Subject to the fulfilment of the conditions precedent set out in paragraphs 3.14, 4.15 and 5.11 below, which include, inter alia, the approval of Old Mutual plc, Nedcor and Mutual & Federal shareholders, the Old Mutual Group proposes to facilitate three separate but inter-dependent transactions that will result in direct black ownership worth over 10% of each of its South African subsidiaries namely Old Mutual (SA), Nedcor and Mutual & Federal. The Group Transactions, as defined below, include:

• the issue of 5.98% of Old Mutual plc’s current issued share capital with resulting black shareholding worth 13.48% of Old Mutual (SA) (the “Old Mutual(SA) Transaction”);
  
• the issue of 10.46% of Nedcor’s current issued share capital with resulting black shareholding worth 11.50% of Nedcor’s South African business (the “Nedcor Transaction”); and
  
• the issue of 12.54% of Mutual & Federal’s current issued share capital with resulting black shareholding worth 11.00% of Mutual & Federal’s South African businesses (the “Mutual & Federal Transaction”).
  

As part of this process, Old Mutual plc has signed various legal agreements and binding Memoranda of Understanding (“MOUs”) with the WIPHOLD and BRIMSTONE Consortia with respect to the Old Mutual (SA) Transaction. Further, detailed, binding MoUs have been entered into between Nedcor and the WIPHOLD and BRIMSTONE Consortia respectively and between Mutual & Federal and the WIPHOLD Consortium and Mtha respectively, setting out the terms of their participation as well as related performance criteria together with the implications of not meeting or exceeding those criteria. It is expected that the MoUs will be replaced by final legal agreements prior to the posting of the required circulars to Old Mutual plc, Nedcor and Mutual & Federal shareholders.

In summary, the table sets out the number and value of shares which will be issued through the Group Transactions.

Based on Old Mutual plc's effective interest in each of these businesses, the Group Transactions will result in the introduction of direct black ownership of 12.75% in Old Mutual plc's South African businesses.