Result of EGM

Old Mutual PLC 06 July 2005 Extraordinary General Meeting and Court Meeting relating to the Old Mutual Group's Black Economic Empowerment (BEE) ownership proposals Results of shareholder voting Extraordinary General Meeting At an Extraordinary General Meeting of Old Mutual plc held in London earlier today, all of the resolutions set out in the notice of meeting were voted on by a poll, and the results of the votes cast on the polls were as follows: Ordinary Resolutions Resolution 1 To adopt and establish the Old Mutual (South Africa) Broad-Based Employee Share Plan In favour Against % in favour 1,900,898,195 9,243,123 99.52% Resolution 2 To adopt and establish the Old Mutual (South Africa) Senior Black Management Share Plan In favour Against % in favour 1,899,513,924 10,382,957 99.46% Resolution 3 To adopt and establish the Old Mutual (South Africa) Management Incentive Share Plan In favour Against % in favour 1,867,060,973 9,580,903 99.49% Resolution 4 To grant authority to allot relevant securities in connection with the Company's BEE proposals In favour Against % in favour 1,891,807,779 18,490,972 99.03% Special Resolutions Resolution 5 To grant authority to disapply pre-emption rights in allotting certain equity securities in connection with the Company's BEE proposals In favour Against % in favour 1,893,084,590 8,238,857 99.57% Resolution 6 To approve the Group's BEE proposals, including the related scheme of arrangement, and make certain consequential changes to the Company's Group Share Incentive Scheme rules and Memorandum and Articles of Association In favour Against % in favour 1,900,403,315 9,400,921 99.51% Each of the resolutions was accordingly duly passed. The full texts of the resolutions are set out in the Appendix to this announcement. Court Meeting At a Meeting of the Company's shareholders convened by order of the UK High Court and held immediately following the Extraordinary General Meeting today, a resolution was put to approve a scheme of arrangement under section 425 of the UK Companies Act 1985 authorising the Board of the Company to issue new shares in the Company to the special purpose vehicles established by the four BEE counterparties on or before 31 December 2005 in accordance with the Trust Deeds and Subscription Agreements described in the shareholder circular relating to the BEE proposals. The results of the poll relating to the resolution proposed at that Court Meeting are set out below: Resolution to approve the proposed scheme of arrangement In favour Against % in favour 1,889,305,538 7,651,422 99.60% The resolution was accordingly duly passed and an application will now be made by the Company to the UK High Court for the scheme of arrangement to be confirmed. Commenting on the results of today's votes, Jim Sutcliffe, Chief Executive, said, 'We are pleased that shareholders have shown their strong support for our BEE ownership proposals, which have also been welcomed by key constituencies within South Africa. They have already had a positive impact on the performance of our three South African businesses, where trading has continued to build on the positive start made in the first quarter of the year.' 6 July 2005 ENQUIRIES: Old Mutual plc UK Miranda Bellord +44 (0) 20 7002 7133 Old Mutual plc SA Nad Pillay +27 (0) 21 504 8026 For further information about Old Mutual plc visit www.oldmutual.com Appendix The following are the full texts of the resolutions passed the Extraordinary General Meeting of the Company held on 6 July 2005. Those numbered 1, 2, 3 and 4 were passed as Ordinary Resolutions and those numbered 5 and 6 were passed as Special Resolutions: 1. That the OMSA Broad-Based Employee Share Plan ('OMSA Broad-Based Scheme'), the principal terms of which are set out in Part V of the circular dated 27 May 2005 from the Company to its shareholders, a copy of the rules of which is produced to this meeting and which has been signed for the purposes of identification by the Chairman, be and is hereby approved and the Directors of the Company be authorised, if they see fit, to adopt and establish the OMSA Broad-Based Scheme and to do all acts and things as they may consider necessary or desirable to carry the OMSA Broad-Based Scheme into effect and to take account of the requirements of the London Stock Exchange plc. 2. That the OMSA Senior Black Management Share Plan ('OMSA Senior Black Management Scheme'), the principal terms of which are set out in Part V of the circular dated 27 May 2005 from the Company to its shareholders, a copy of the rules of which is produced to this meeting and which has been signed for the purposes of identification by the Chairman, be and is hereby approved and the Directors of the Company be authorised, if they see fit, to adopt and establish the OMSA Senior Black Management Scheme and to do all acts and things as they may consider necessary or desirable to carry the OMSA Senior Black Management Scheme into effect and to take account of the requirements of the London Stock Exchange plc. 3. That the OMSA Management Incentive Share Plan ('OMSA Management Scheme'), the principal terms of which are set out in Part V of the circular dated 27 May 2005 from the Company to its shareholders, a copy of the rules of which is produced to this meeting and which has been signed for the purposes of identification by the Chairman, be and is hereby approved and the Directors of the Company be authorised, if they see fit, to adopt and establish the OMSA Management Scheme and do all acts and things as they may consider necessary or desirable to carry the OMSA Management Scheme into effect and to take account of the requirements of the London Stock Exchange plc. 4. That pursuant to section 80 of the Companies Act 1985, and in addition to any previously existing authority conferred upon the Directors of the Company under that section, the Directors be and they are hereby authorised unconditionally to allot relevant securities (as defined in the said section 80) for the purposes of the Old Mutual plc Proposal as described in the circular dated 27 May 2005 from the Company to its shareholders, up to an aggregate nominal amount of £23.07 million, which authority shall commence on the date this resolution is passed and expire at the end of 31 December 2005, save that the Company may allot relevant securities for these purposes pursuant to any agreement entered into at any time prior to 31 December 2005 (whether before or after the passing of this Resolution) which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such agreement as if the authority conferred hereby had not expired. 5. That the Directors be and they are hereby authorised to allot equity securities within the meaning of section 94 of the Companies Act, 1985 to the Shares Trustee on behalf of the SPVs, which are WIPHOLD Financial Service No. 1 Limited, BRIMSTONE Mtha UK SPV Limited, Education SPV Limited, Black Distributors SPV Limited, and to the OMSA Management Incentive Trust and the OMSA Broad-Based Employee Share Trust for the purposes of the Old Mutual plc Proposal as described in the circular dated 27 May 2005 from the Company to its shareholders up to a maximum nominal aggregate amount of £23.07 million for cash pursuant to the authority conferred by the immediately preceding resolution as if section 89(1) of that Act did not apply to any such allotment, which authority shall commence on the date this resolution is passed and expire at the end of 31 December 2005, save that the Company may allot equity securities for these purposes pursuant to any agreement entered into at any time prior to 31 December 2005 (whether before or after the passing of this Resolution) which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such agreement as if the authority conferred hereby had not expired. 6. That: (i) the scheme of arrangement (the 'Scheme') between the Company and the holders of its shares, a copy of which has been produced to this meeting and which has been signed for the purposes of identification by the Chairman, be and is hereby approved; (ii) the Directors be and are hereby authorised, if they shall see fit to do so, to implement: (a) the arrangements set out in the Subscription Agreements and the deeds and instruments ancillary thereto; (b) the additional arrangements contemplated in the circular dated 27 May 2005 from the Company to its shareholders (the 'Circular') so that the Old Mutual plc Proposal (as outlined in the Circular) can be carried into effect in accordance with the arrangements described in the Circular, with such non-material modifications as the Directors may think fit; (iii) the BEE proposals to be implemented by Nedbank Group Limited (including the Nedbank Staff and Management Schemes), summary details of which are outlined in the Circular, be and are hereby approved; (iv) the BEE proposals to be implemented by Mutual & Federal Insurance Company Limited (including the Mutual & Federal Staff and Management Schemes), summary details of which are outlined in the Circular, be and are hereby approved; (v) the rules of the Old Mutual plc Group Share Incentive Scheme be modified by the deletion of paragraph 3.1.2, the consequential renumbering of paragraphs 3.1.3 and 3.1.4 as paragraphs 3.1.2 and 3.1.3 respectively, and the amendment of the reference in paragraph 3.1.3 (as so renumbered) to '5% of the Company's issued ordinary share capital for the time being' to read '6% of the Company's issued ordinary share capital for the time being'; (vi) the Articles of Association of the Company be amended by the insertion of the following paragraph as the second paragraph of Article 128 (Calculation and Currency of Dividends): 'For the avoidance of doubt, a share is deemed paid up (as to its nominal value or any premium on it) for the purposes of these Articles, in cash, or allotted for cash, if the consideration for the allotment or payment up is (inter alia) cash received by the company, or is a release of a liability of the company for a liquidated sum, or is an undertaking to pay cash to the company at a future date or dates.' The remaining paragraphs of Article 128 shall be re-ordered accordingly; (vii) the objects clause in the Memorandum of Association of the Company be amended by the insertion of the following words after 'cash' in the first sentence of Clause 4(22): '(whether for a consideration which is less than the market value or not)'. This information is provided by RNS The company news service from the London Stock Exchange
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