SEK 43.60 Offer for Skandia

Old Mutual PLC
02 September 2005

OLD MUTUAL PLC
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML



FOR IMMEDIATE RELEASE



This announcement and the information contained herein are restricted and are
not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia or Japan
Old Mutual plc



SEK 43.60 Offer for Skandia
Old Mutual and Skandia - a powerful combination



Date: 2 September 2005
PART 1 of 2
SUMMARY



1. Overview of the Offer



- Full Offer details made public to allow the Skandia board to make a
recommendation

- For every 100 Skandia Shares tendered, each Skandia Shareholder receives SEK
1,650 in cash and 137 New Old Mutual Shares (equivalent to SEK 16.5 in cash
and 1.372 New Old Mutual Shares per Skandia Share)(1)

- Aggregate total consideration approximately SEK 44.9 billion (GBP3.3
billion),
equivalent to SEK 43.60 per Skandia Share

- Premium to market price on 12 May 2005(2) of 25 per cent.

- Conditional upon the Skandia Board making public a favourable recommendation
of the Offer no later than on 23 September 2005

- Combined market capitalisation of Enlarged Group GBP7.9 billion (SEK108.7
billion)(3)

- Pro forma Embedded Value per share of the Enlarged Group 137 pence

- Letters of intent to accept the Offer have been received in respect of in
aggregate 159,810,253 Skandia Shares, representing 15.6 per cent. of Skandia's
issued share capital, from investors including Cevian Capital and Burdaras

- Mix and match facility with cash consideration guarantee for Skandia
Shareholders with 1,000 or less Skandia Shares

- Skandia Shareholders to represent 26 per cent. of the Enlarged Group

- Secondary listing on the Stockholm Stock Exchange



       1. Assuming no election is made under the Mix and Match Facility, a
Skandia Shareholder under the Offer is entitled to receive (i) SEK42.0 per
share in respect of 39.3 per cent.of the number of Skandia Shares tendered and
(ii) 2.260 New Old Mutual Shares per share in respect of 60.7 per cent. of the
number of Skandia Shares tendered. Based on a closing price of Old Mutual
Shares of 144.5 pence on 1 September 2005 and SEK/GBP exchange rate of
SEK13.674:GBP1, the consideration as a whole equates to a value of SEK43.60
per Skandia Share.

       2. Being the last day before 13 May, the day it was announced that Old
Mutual and Skandia were in discussions.  The closing price of Skandia Shares
on 12 May 2005 was SEK34.9.

       3.  Based on a closing price of Old Mutual Shares of 144.5 pence on 1
September 2005 and SEK/GBP exchange rate of SEK13.674:GBP1.



2. Background to and reasons for the Offer


- Consistent with internationalisation strategy - compelling industrial logic
Increased growth potential of Enlarged Group

- Excellent fit, little overlap, compatible products and similar philosophies

- Attractive demographics support volume growth

- Flexible model with multi brand strategy

- Leader in open architecture platforms and products

- Substantial distribution capability to deliver growth

- Considerable organic growth inherent in the business



A powerful combination

- Clients' access to a wider range of skills and resources, benefits from
increased stability and security

- Diversity: strong in four major markets: SA, Sweden, USA, UK

- Significant critical mass: assets under management GBP192 billion (SEK 2,688
billion), Embedded Value GBP7.5 billion (SEK 105 billion)(4)

- Powerful platform: financially robust, proven management processes

- Balanced currency and market risks



Creates shareholder value(5)

- Expected to be Embedded Value earnings accretive in 2007

- Return on investment (Embedded Value basis) expected to exceed 12 per cent.
from 2007

- Annual cost and tax synergies of GBP70 million (SEK 960 million)

- Revenue synergies not included

- Dividend policy maintained



3. Enlarged Group



Detailed integration plan in place

- Considerable planning already undertaken, now awaiting Skandia management
input

- Introduce Old Mutual's standard operating framework, disciplines and
incentives

- De-centralised management of business units with strong central financial
control

- Integration risk low as little overlap between businesses

- Retain Skandia brand as senior product brand in Europe

- Nordic and Continental Europe HQ in Stockholm and group HQ in London

- Sweden: stability will provide environment to rebuild franchise and restore
sales;
commitment to retain Skandia Liv as mutual

- UK: integrate Selestia and Skandia's leading open architecture business;
maintain growth in growing market at higher margins

- Rest of Europe: manage growth on path to cash earnings



       4.  Combined Embedded Value less debt plus net present value of
synergies.

       5.  The statements made in this section should not be interpreted to
mean that the earnings per share of Old Mutual in the financial year following
the completion of the Offer, or in any subsequent period, will necessarily be
greater than those for the relevant preceding financial period. The expected
operational cost savings have been calculated on the bases of the existing
cost and operating structures of Old Mutual and Skandia and by reference to
current prices and exchange rates and the current regulatory environment.
The statements of estimated costs savings and tax benefits and one-off costs
of achieving them relate to future actions and circumstances which, by their
nature, involve risks, uncertainties and other factors. Because of this, the
cost savings and tax benefits referred to may not be achieved, or those
achieved could be materially different from those estimated.



Jim Sutcliffe, Chief Executive of Old Mutual, said:

'Combining these two great companies creates a stronger, better balanced group
with increased growth potential and a reduced risk profile. The industrial
logic of this combination is truly compelling.'



ENQUIRIES:



Old Mutual plc
Jim Sutcliffe, Chief Executive                  Tel: [phone]
Julian Roberts, Finance Director                Tel: [phone]



Andrew Parkins, Investors                       Tel: [phone]
Miranda Bellord (UK), Media                     Tel: [phone]
Nad Pillay (SA), Media                          Tel: [phone]



Deutsche Bank                                   Tel: [phone]

Lead adviser and corporate broker to Old Mutual

Tony Burgess

James Agnew

Marcus Heilner



Lenner & Partners                               Tel: [phone]

Swedish financial adviser to Old Mutual

Lars Lenner



Merrill Lynch                                   Tel: [phone]

Co-adviser and corporate broker to Old Mutual

Michael Findlay

Patrick Bowes



Lazard                                          Tel: [phone]

Co-adviser to Old Mutual

William Samuel

Andrew Nason



College Hill                                    Tel: [phone]

Public relations adviser to Old Mutual

Alex Sandberg                                   Tel: [phone]

Tony Friend                                     Tel: [phone]



Kreab                                           Tel: [phone]

Public relations adviser to Old Mutual

Goran Riegnell

Christina Lindberg



There will be a presentation relating to the Transaction, to the Media and
analyst at 14:30 (UK time) and 15:30 (Swedish time) at Kreab AB, Floragatan 13,
SE 11475 Stockholm, Sweden.



The dial in details for both presentation are:
International dial in:  [phone]
UK dial in:  0800 953 1444
South Africa dial in:  0800 994090



A copy of the presentation will be available on www.oldmutual.com in due
course.

Deutsche Bank AG London is acting for Old Mutual plc and no one else in
connection with the Transaction and will not regard any other person (whether
or not a recipient of this announcement) as its client in relation to the
Transaction and will not be responsible for providing the protections afforded
to its clients nor for giving advice in relation to the Transaction or any
transaction or arrangement referred to, or information contained in this
announcement.



Merrill Lynch International is acting for Old Mutual plc and no one else in
connection with the Transaction and will not regard any other person (whether
or not a recipient of this announcement) as its client in relation to the
Transaction and will not be responsible for providing the protections afforded
to its clients nor for giving advice in relation to the Transaction or any
transaction or arrangement referred to, or information contained in this
announcement.



Lazard is acting for Old Mutual plc and no one else in connection with the
Transaction and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Transaction and will
not be responsible for providing the protections afforded to its clients nor
for giving advice in relation to the Transaction or any transaction or
arrangement referred to, or information contained in this announcement.



The Offer, all acceptances and withdrawals thereof or pursuant thereto and all
contracts made pursuant thereto and action taken or made or deemed to be taken
or made under any of the foregoing shall be governed by and construed in
accordance with Swedish law.



In accordance with the requirements of the UK Prospectus Rules it is confirmed
that this announcement does not constitute an offer to purchase (or otherwise
acquire) nor the solicitation of an offer to sell (or otherwise dispose of)
any securities of Old Mutual or Skandia. Any offer, invitation or inducement
to acquire or sell shares in Skandia will be made solely by means of the
prospectus (as updated by any supplementary prospectus) and associated
documents expected to be published during September 2005, and any decision to
keep, buy or sell shares in Skandia should be made solely on the basis of the
information contained in such documents. In addition, Old Mutual Shareholders
are urged to read the prospectus and associated class 1 shareholder circular
before making any decision regarding the Transaction. The prospectus, and
related documents, once published, may be obtained from Old Mutual's website
at www.oldmutual.com or on request from Old Mutual.



The Offer is, subject to certain exceptions, not being made, directly or
indirectly, in or into the United States, Canada, Australia, Japan or any
other jurisdiction where to do so would constitute a violation of the laws of
such jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national
securities exchange, of the United States, Canada, Australia or Japan.
Accordingly, copies of this announcement or any accompanying documents are not
being, directly or indirectly, mailed or otherwise distributed, forwarded or
transmitted in, into or from the United States. Any persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and should not, subject to certain
exceptions, mail or otherwise distribute, forward or transmit them in, into or
from the United States or any other jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or use such means,
instrumentality or facility in connection with the Offer, and so doing may
render invalid any related purported acceptance of the Offer. Any persons
(including, without limitation, custodians, nominees and trustees) who would
or otherwise intend to, or may have a contractual or other legal obligation
to, forward this announcement or any accompanying documents to the United

States should seek appropriate advice before taking any action.



These materials are not for distribution, directly or indirectly, in or into

the United States. They are not an offer of securities for sale into the

United States. There will be no public offer of the Old Mutual Shares in the

United States.



The New Old Mutual Shares have not been, and will not be, registered under the

US Securities Act of 1933 (the 'Securities Act') or with any securities

regulatory authority of any state or other jurisdiction of the United States

or under the applicable securities laws of Canada, Australia and Japan.

Accordingly, subject to certain exceptions, the New Old Mutual Shares may not

be offered or sold within the United States or Canada, Australia and Japan or

any other jurisdiction where to do so would constitute a violation of the laws

of such jurisdiction, or to or for the account or benefit of any person in the

United States, Canada, Australia or Japan.



This announcement includes forward-looking statements about Old Mutual,

Skandia and the Enlarged Group. By their nature, forward-looking statements

involve risks and uncertainties because they relate to events and depend on

circumstances that may or may not occur in the future. Old Mutual cautions you

that forward-looking statements are not guarantees of future performance and

the Old Mutual Group's actual results of operations, financial condition and

liquidity, and the development of the industry in which the Old Mutual Group

operates may differ materially from those made in or suggested by the forward-

looking statements contained in this document. Events that may cause actual

results to differ from such forward-looking statements include, but are not

limited to: fluctuations in the capital markets; fluctuations in interest rate

and exchange rates; increased regulation or regulatory scrutiny; the

occurrence of unforeseen disasters or catastrophes; political or economic

instability in their principal markets; adverse outcomes in litigation; and

failure to achieve the benefits of the proposed Transaction. These forward-

looking statements speak only as at the date of this announcement. Except as

required by the UK Listing Authority, the London Stock Exchange or applicable

law, Old Mutual does not undertake any obligation to update or revise publicly

any forward-looking statement, whether as a result of new information, future

events or otherwise. Except as required by the UK Listing Authority, the

London Stock Exchange or applicable law, Old Mutual expressly disclaims any

obligation or undertaking to release publicly any updates or revisions to any

forward-looking statement contained herein to reflect any change in Old

Mutual's expectations with regard thereto or any change in events, conditions

or circumstances on which any such statement is based. In addition, even if

the Old Mutual Group's results of operations, financial condition and

liquidity, and the development of the industry in which the Old Mutual Group

operates are consistent with the forward-looking statements contained in this

announcement, those results or developments may not be indicative of results

or developments in subsequent periods.



This announcement and the information contained herein are restricted and are

not for release, publication or distribution, in whole or in part, in or into

the United States, Canada, Australia or Japan



Old Mutual plc



SEK 43.60 Offer for Skandia

Old Mutual and Skandia - a powerful combination



Date 2 September 2005

PART 2 of 2

OFFER FOR SKANDIA



1. Introduction



Old Mutual plc ('Old Mutual') announces a cash and share offer (the 'Offer')

for the entire issued share capital of Forsakringsaktiebolaget Skandia (publ)

('Skandia'), which values Skandia at approximately SEK 44.9 billion (GBP3.3

billion), equivalent to SEK 43.60 per Skandia Share. For every 100 Skandia

Shares tendered, each Skandia Shareholder will receive SEK 1,650 in cash and

137 New Old Mutual Shares, equivalent to 1.372 New Old Mutual Shares and SEK

16.5 in cash per Skandia Share(6).

Letters of intent to accept the Offer have been received in respect of in

aggregate 159,810,253 Skandia Shares, representing 15.6 per cent. of Skandia's

issued share capital, from investors including Cevian Capital and Burdaras.

The Offer is, inter alia, conditional upon the Board of Skandia making public

a favourable recommendation of the Offer no later than on 23 September 2005.



2. The Offer



The Offer consists of a mixture of cash and New Old Mutual Shares as

consideration which values each Skandia Share at SEK 43.60. Old Mutual is

offering each Skandia shareholder:

- In respect of 39.3 per cent. of the number of Skandia Shares tendered by

such shareholder: SEK 42.0 per Skandia Share in cash (the 'Cash

Consideration'); and



       6.  Assuming no election is made under the Mix and Match Facility, a

Skandia Shareholder under the Offer is entitled to receive (i) SEK42.0 per

share in respect of 39.3 per cent. of the number of Skandia Shares tendered and

(ii) 2.260 New Old Mutual Shares per share in respect of 60.7 per cent. of the

number of Skandia Shares tendered. Based on a closing price of Old Mutual

Shares of 144.5 pence on 1 September 2005 and SEK/GBP exchange rate of

SEK13.674:GBP1, the consideration as a whole equates to a value of SEK43.60

per Skandia Share.



- In respect of the remaining 60.7 per cent. of the number of Skandia Shares

tendered by such shareholder: 2.260 New Old Mutual Shares, equivalent to a

value of SEK 44.65 per Skandia Share (the 'Share Consideration').

Skandia Shareholders will also be offered a mix and match facility (the 'Mix

and Match Facility') allowing them to elect to tender a higher proportion of

their Skandia Shares in return for the Cash Consideration or to tender a

higher proportion of their Skandia Shares in exchange for the Share

Consideration, subject to matching elections from other Skandia Shareholders.



Skandia Shareholders who held in aggregate 1,000 or less Skandia Shares on 1

September 2005 will be guaranteed satisfaction of elections for Cash

Consideration under the Mix and Match Facility. The Mix and Match Facility is

further described in section 11 below.



No commission will be charged in respect of settlement of the Offer.



Old Mutual does not own any shares or other financial instruments in Skandia.



3. Value of the Offer



All calculations of the Offer value (including the Share Consideration) and

premium in this press announcement are based on a closing price for Old Mutual

shares of 144.5 pence on the London Stock Exchange on 1 September 2005, and an

exchange rate of SEK 13.674:GBP1 and assume that no election is made under the

Mix and Match Facility.

- The Offer values each Skandia Share at approximately SEK 43.60;

- The Offer values the whole of the issued share capital of Skandia at

approximately SEK 44.9 billion;

- The Offer represents:

- A premium of approximately 52.0 per cent. to the closing price of SEK 28.7

per Skandia Share on the Stockholm Stock Exchange on 1 December 2004, the day

prior to press comments that Skandia was considering its options;

- A premium of approximately 25.0 per cent. to the closing price of SEK 34.9

per Skandia Share on the Stockholm Stock Exchange on 12 May 2005, the day

prior to the announcement by Old Mutual that the two companies were in

early stage discussions;

-  A premium of approximately 4.6 per cent. to the closing price of SEK 41.7

per Skandia Share on the Stockholm Stock Exchange on 1 September 2005, the

last trading day prior to the publication of this announcement;

- A premium of approximately 5.3 per cent. to the volume weighted average

price of SEK 41.4 per Skandia Share on the Stockholm Stock Exchange over the

ten trading days up to and including 1 September 2005, the last trading day

prior to the publication of this announcement;

The Offer represents a multiple of 1.40 times Skandia's unaudited Embedded

Value per share as at 30 June 2005.

Assuming full acceptance of the Offer, a maximum amount of approximately SEK

17.0 billion (GBP1.24 billion) in cash is payable and a maximum number of

1,413 million New Old Mutual Shares will be issued under the Offer, indicating

a total value of the Offer amounting to approximately SEK 44.9 billion.



4. Background to and reasons for the Offer



A key element of Old Mutual's strategy has been to continue to

internationalise the Old Mutual Group. Six years ago, virtually all of Old

Mutual's revenues originated in South Africa.  Now, based on adjusted

operating profit for the six months ended 30 June 2005, 75 per cent. of Old

Mutual's business is generated in Africa, 20 per cent. in the USA and 5 per

cent. in the UK and the Rest of the World. Old Mutual has a balance of

businesses which are cash generative, with total cash flow of GBP2,012 million

for the six months ended 30 June 2005, and others which provide opportunities

both now and in the future. The proposed Transaction represents a major step

forward in Old Mutual's strategy to expand its asset gathering and asset

management activities, further diversifying its earning base and building on

its powerful South African base.

Discussions were initiated between Old Mutual and Skandia in December 2004 to

investigate the potential attractions for both organisations arising from a

combination of the two groups. Since then, Old Mutual has developed a deep

understanding of Skandia's business, which has strengthened its belief in the

benefits arising from the combination.



Industrial logic

The Transaction is based on sound industrial logic, which is expected to

produce high growth, lower risk and clear benefits for shareholders, clients,

IFAs and employees alike.

Old Mutual and Skandia make an excellent fit: both are international insurance

businesses with little geographic overlap, compatible product ranges, an

absence of legacy product issues and similar business philosophies - open

architecture and multiple distribution channels.  Together they will create an

international financial services group with high quality asset gathering and

asset management capability to build and protect client assets.

Old Mutual will seek to combine its strengths with Skandia's to build regional

customer-facing platforms that are expected to have a competitive edge over

traditional providers of savings and investment products by offering customers

a wide range of investment choices, managed and reported on highly efficient

servicing platforms.

In Europe, the Enlarged Group will retain the Skandia name as its senior

product brand, with the backing of Old Mutual's financial strength.  By

combining the product and distribution channels of Old Mutual and Skandia, the

Enlarged Group will seek to grow market shares strongly.

The confidence and prosperity of clients is the key to success.  It is

envisaged that the Enlarged Group will benefit from increased stability and

security.

Clients will also have access to a wider range of skills and resources.  The

commitment to provide value for money products and services will continue to

be a guiding principle for the Enlarged Group.  In addition, it is intended

that Skandia Liv will remain as a mutual.

For IFAs, the Enlarged Group will be committed to retain and improve service

standards and product quality.

The combination of Old Mutual and Skandia will provide opportunities for the

new employees of the Enlarged Group and the support of employees will be key

to the delivery of future growth plans. The Transaction presents an attractive

long-term solution for these employees, providing stability of ownership and

improving their prospects as part of a business with a strengthened market

position and growth opportunities.



Favourable demographics

The Enlarged Group will be well placed to exploit the favourable demographics

in its key markets in Europe and the US, in addition to the opportunities to

serve the growing middle classes in South Africa and the emerging markets.

Substantial growth opportunities also exist for the Enlarged Group through

participation in fundamental changes to the European savings market, as Europe

moves closer towards the US pensions model, with reductions in state funding,

greater transparency and the trend towards open architecture.



Open architecture

In many of the Enlarged Group's major markets, the open architecture segment

is growing strongly as clients and IFAs are attracted by the increased

transparency and greater investment management flexibility offered by these

products.  This flexibility requires to be underpinned by high quality risk

management and reporting tools.  Skandia has stable systems and an excellent

service record while Selestia has modern systems built by Old Mutual in South

Africa at low cost.



Powerful distribution

In South Africa and Sweden, the Enlarged Group will have broad distribution

with its own sales forces and bancassurance, as well as IFAs.  In Europe and

the US the focus will be on independent distributors.



Leading positions in consolidating industry

The Enlarged Group will be the eighth largest European life assurer by

Embedded Value.  The Enlarged Group will have approximately 47,000 employees

worldwide and total assets under management of GBP192 billion (SEK 2,688

billion) (as at 30 June 2005). The Enlarged Group will command increased

investor focus, potentially a lower cost of capital and increased strategic

options.



Balanced risk

The Enlarged Group will have a more balanced exposure to individual currencies

and markets.  Old Mutual's strong cash flow from its South African operations

and its US asset management business will be able to support growth

opportunities in the Enlarged Group's other business operations.



Managing the Enlarged Group

Old Mutual's principle is to operate on a decentralised basis with strong

central financial controls and risk management.  Within this framework all

business activities are managed within the operating businesses.  Old Mutual's

management framework will be applied to achieve management's growth plans.

Old Mutual is well advanced in its plans for integration and already has

significant integration experience. Old Mutual will retain its corporate

headquarters in London, while the Enlarged Group's operational headquarters

for the Nordic and Continental Europe businesses will be based in Stockholm.

In Sweden, the Skandia brand will be retained and sales will be restored in a

stabilised, reinvigorated business.  Old Mutual and Skandia management will

further undertake a strategic review on how best to realise the full potential

of SkandiaBanken for the shareholders. In the UK, the Enlarged Group will take

advantage of Skandia's open architecture life and savings solutions with the

aim to continue to grow the business.  In addition, the Enlarged Group will

seek to improve profitability at Bankhall and to improve margins elsewhere.

It is also intended to integrate Selestia and Skandia.  In the rest of Europe,

the Enlarged Group will seek to maintain substantial growth while pursuing a

path to improved cash earnings.

The Offer, if completed, will remove uncertainty surrounding the future

strategic direction and governance of Skandia by giving it a long-term

committed owner. Old Mutual management's experience in the US market for life

assurance and asset management and in other businesses will be highly relevant

as it seeks to re-establish stability at Skandia, rebuild its reputation and

increase confidence in its business.



5. Financial effects of the Transaction(7)



The Old Mutual Board believes that the Transaction will create significant

value for shareholders with a post-tax return on investment (Embedded Value

basis) well above the Enlarged Group's cost of capital.

The Transaction is expected to be accretive to Embedded Value earnings per

share in the year ending 31 December 2007. On an International Financial

Reporting Standards basis, the Transaction is expected to be significantly

dilutive to adjusted operating earnings per share. The combined Embedded Value

of the Enlarged Group including the net present value of synergies and

adjusting for the market value of Old Mutual's listed subsidiaries at 10

August 2005 is approximately GBP7.5bn (equal to 137 pence per share).

The Transaction is expected to be slightly dilutive to Old Mutual's Embedded

Value per share, but the Enlarged Group's greater diversification is expected

to lead to a reduced cost of capital and this in turn, is expected to result

in a substantial uplift in the excess of RoEV (return on Embedded Value) over

the cost of capital.

The Enlarged Group will be well capitalised for future growth with a strong

solvency position.



Synergies(8)

Old Mutual has identified a number of synergies that arise directly from the

combination of Old Mutual and Skandia.

Targeted cost savings and tax benefits that can be achieved have been fully

calculated and amount to approximately GBP70 million (SEK960 million) pre-tax

per year. The net present value of these savings, making allowance for the

costs involved in delivering them, is approximately GBP480 million (SEK6.6

billion). These figures have been calculated on a conservative approach, with

revenue synergies from the inclusion of Old Mutual's asset management products

on the Skandia platform not included, although these are also expected to be

considerable.

The net present value of the cost savings and tax benefits represent

approximately 15 per cent. of the Offer value. Old Mutual estimates that the

majority of these savings can be achieved in 2007, with the full amount

expected to be achieved in 2008.

The expected cost synergies of GBP70 million (SEK960 million) pre-tax per year

arise in four main areas, which in summary are, (i) elimination of Group head

office duplication of GBP28 million (SEK386 million), (ii) consolidation of UK

head office functions of GBP2 million (SEK33 million), (iii) UK operational

synergies of GBP30 million (SEK405 million) and (iv) tax synergies through the

accelerated realisation of tax losses on Old Mutual's unrelieved taxable UK

expenses of  GBP10 million (SEK 136 million). Expected costs of achieving

synergies will be GBP71 million, spread over 2006 (GBP34 million) and 2007

(GBP37 million).



       7.  The statements made in this section should not be interpreted to mean

that the earnings per share of Old Mutual in the financial year following the

completion of the Offer, or in any subsequent period, will necessarily be

greater than those for the relevant preceding financial period.

       8. The expected operational cost savings have been calculated on the

bases of the existing cost and operating structures of Old Mutual and Skandia

and by reference to current prices and exchange rates and the current regulatory

environment.  The statements of estimated costs savings and tax benefits and

one-off costs of achieving them relate to future actions and circumstances

which, by their nature, involve risks, uncertainties and other factors. Because

of this, the cost savings and tax benefits referred to may not be achieved, or

those achieved could be materially different from those estimated.



6. Information on Old Mutual



Old Mutual is an international financial services group, incorporated and

headquartered in the UK, with its primary listing on the London Stock

Exchange.  Its businesses encompass life assurance, asset management, banking

and general insurance.  It also has listings on the JSE and on the Malawi,

Namibian and Zimbabwe Stock Exchanges.  Founded in 1845 in Cape Town, Old

Mutual is the largest financial services company in Africa. Its majority owned

listed subsidiary, Nedbank, is the fourth largest bank in South Africa and its

77 per cent. owned listed subsidiary, Mutual & Federal, is one of the largest

general insurers in South Africa.

 At the time of Old Mutual's demutualisation and listing in 1999, Old Mutual

declared its interest in internationalising its business.  In 2000, Old Mutual

acquired UAM and in 2001, Fidelity & Guaranty Life, which provided the

foundations of Old Mutual's US businesses.  Old Mutual also has two smaller

businesses in the UK, Selestia and OMAM UK and fledgling operations in India

and China. Today, approximately 50 per cent. of the Old Mutual Group's life

new business and 75 per cent. of the Old Mutual group's assets under

management emanate from the USA or the UK.

Old Mutual's adjusted operating profit for the six months to 30 June 2005 rose

by 29 per cent. to GBP554 million. As at 30 June 2005, the Old Mutual Group's

Embedded Value was GBP5.3 billion and it had assets under management of GBP158

billion. Old Mutual had approximately 41,000 employees in 2004.



7. Information on Skandia



Skandia, founded in 1855 in Sweden, is a financial services group with a

primary listing on the A-list of the Stockholm Stock Exchange and has a

secondary listing on the London Stock Exchange. Skandia's largest markets, by

revenue and operating profit, are the UK and Sweden. Skandia is also active in

selected markets in Europe, Latin America and Asia Pacific. Skandia is a

supplier of long-term savings and pensions products, with a particular focus

on unit linked products and mutual funds.

As at 30 June 2005, the Skandia Group had assets under management of SEK482

billion (GBP34.4 billion).  For the six months ended 30 June 2005, revenues

rose by 15 per cent. to SEK7.8 billion (GBP584 million).  The Skandia Group

had approximately 5,800 employees in 2004.

Skandia's UK operation is the Skandia Group's largest business.  Skandia UK's

product offerings include unit linked assurance, mutual funds and protection.

Skandia UK implemented the multi-manager concept twenty years ago. Skandia

owns 81 per cent. of Bankhall, a UK provider of services to independent

financial advisers. Skandia also operates an offshore company, Royal Skandia,

based on the Isle of Man, which offers products to international investors and

expatriates.

Skandia is one of the largest life assurers in Sweden, and has operations in a

number of other Nordic countries.  Approximately 20 per cent. of Skandia's

business is in Sweden, where it has dealings with one in every four

households.  Skandia Sweden provides a full product range in the areas of

protection, investments, healthcare, pensions and banking. These are provided

under the Skandia brand name.  The Skandia brand also includes products from

its subsidiary Skandia Liv, which is run on a mutual basis.

In addition to Skandia's core markets of Sweden and the UK, Skandia operates

in a select number of European countries offering unit linked insurance

products and mutual funds. These include Germany, Austria, Spain, Italy,

Poland, Switzerland, France and Liechtenstein.

Skandia has established operations in a number of countries in Latin America

and Asia Pacific. In Latin America, Skandia operates out of Mexico, Colombia,

and Chile. Skandia has operated in Colombia for over fifty years. In Asia

Pacific, Skandia has established itself in Australia and China.



8. Current trading and prospects



As stated in Old Mutual's recently published interim results for the first six

months of 2005,  Old Mutual has made substantial steps in using its powerful

South African base to build an international franchise, with over half of its

life sales and more than 70 per cent. of its assets under management now in

the USA and the UK. The flexible, multi-brand strategy plays well in the

market place, both in the USA and elsewhere, as the open architecture multi-

manager concept has become an increasingly powerful trend in life assurance

and asset management industries. Conditions remain broadly favourable,

particularly in South Africa, and while markets can always affect the outcome,

the Old Mutual Group's operational robustness is now well established.

Each of Old Mutual's businesses is now well placed to seize opportunities for

growth in their market places. Old Mutual is set to maintain the strong

performance of the first half during the rest of 2005.

As stated in Skandia's recently published results for the first six months of

2005, Skandia's revenues rose 15 per cent. to SEK 7.8 billion and assets under

management grew by 17 per cent. to SEK482 billion.



9. Dividend policy



Old Mutual intends to maintain its current dividend policy, which is to seek

to achieve steadily increasing returns over time, reflecting the underlying

rate of progress and the cash flow requirements of the business.

Shareholders of the Enlarged Group whose holdings are registered in the VPC

system will receive dividend payments in SEK.



10. Employees



The Board of Old Mutual believes that the prospects for employees of both

Groups will generally be enhanced through the strengthened market position and

growth prospects of the Enlarged Group. The employment rights of both Old

Mutual and Skandia employees will be fully protected.



11. Further details of the Offer



The Mix and Match Facility

Shareholders of Skandia who accept the Offer may elect to vary the proportions

of Skandia Shares they tender in return for the Cash Consideration and the

Skandia Shares they tender in return for the Share Consideration. The total

number of New Old Mutual Shares to be issued in consequence of the Offer and

the total amount of cash to be paid under the Offer will not be varied as a

result of elections made under the Mix and Match Facility (other than as set

out below in relation to Skandia Shareholders who hold in aggregate 1,000 or

less Skandia Shares). Valid elections for the Share Consideration made by

Skandia Shareholders in excess of their basic entitlements to New Old Mutual

Shares will be satisfied in full where sufficient New Old Mutual Shares are

available as a result of other accepting shareholders of Skandia validly

making elections for the Cash Consideration in excess of their basic

entitlements thereto, thereby releasing New Old Mutual Shares to which they

would otherwise be entitled under the Offer, and vice versa with respect to

elections for additional Cash Consideration. To the extent elections cannot be

satisfied in full, they will be scaled down on a pro rata basis and the

balance of the consideration will be satisfied in accordance with the basic

terms of the Offer. Further details of the Mix and Match Facility will be

included in the prospectus to be published in connection with the Offer.

Skandia Shareholders who hold in aggregate 1,000 or less Skandia Shares at 1

September 2005 will receive priority in electing for additional Cash

Consideration under the Mix and Match Facility(9) . Therefore, elections by

other Skandia Shareholders for Cash Consideration will only be satisfied after

all such valid elections by Skandia Shareholders holding 1,000 or less Skandia

Shares have been satisfied in full. Further, to the extent elections for Cash

Consideration by Skandia Shareholders holding in aggregate 1,000 or less

Skandia Shares cannot be satisfied as a result of matching elections, Old

Mutual will contribute the cash funds necessary to fully satisfy all elections

for Cash Consideration made by such Skandia Shareholders.

Skandia Shareholders electing to tender a higher proportion of their Skandia

Shares in return for the Cash Consideration should be aware that, based on the

closing price of Old Mutual Shares as at 1 September 2005 of 144.5 pence and

an SEK/GBP exchange rate of SEK 13.674:GBP1, the Share Consideration values

each Skandia Share at SEK44.65 whereas the Cash Consideration values each

Skandia Share at SEK 42.0.



Fractional entitlements

Fractions of New Old Mutual Shares will not be issued to accepting Skandia

Shareholders. Fractional entitlements will be aggregated and sold in the

market with the net proceeds distributed pro rata to the Skandia Shareholders

entitled thereto.



Conditions

Completion of the Offer is conditional upon:

(i) The shareholders of Old Mutual (a) approving the Offer and authorising the

Board of Directors of Old Mutual to waive, amend, vary, increase or extend the

terms and conditions of the Offer and to do all such things as it considers

necessary or expedient in connection with the Offer, (b) increasing the

authorised share capital of Old Mutual to enable the issuance of the New Old

Mutual Shares, and (c) authorising the Board of Directors of Old Mutual to

allot the New Old Mutual Shares;

(ii) The Offer being accepted to such an extent that Old Mutual becomes the

owner of more than 90 per cent. of the total number of the shares and votes in

Skandia on a fully diluted basis;

(iii) No other party announcing an offer to acquire shares in Skandia on terms

which are more favourable than the Offer for the shareholders of Skandia;



       9. Only holders of Skandia Shares which are directly registered or

registered in the name of an authorised nominee in accordance with the Swedish

Act (1998:1479)on Record-Keeping of Financial Instruments will be offered this

priority and guarantee. Shareholders who hold shares through other nominees or

custodians are referred to the right of their respective nominee or custodian

the Mix and Match Facility. Hence, for example a Skandia Shareholder who holds

shares through a deposit bank or other agent, which appears to be a nominee

registered shareholder in the VPC system, will not be given any priority or

guarantee under the Mix and Match Facility.



(iv) The Board of Skandia making public a favourable recommendation of the

Offer no later than on 23 September 2005 and not subsequently withdrawing that

recommendation;

(v) Skandia signing the proposed Co-operation Agreement, the essential terms

of which can be found under 'Proposed Co-operation Agreement' below, no later

than on 23 September 2005;

(vi) Necessary agreements to listing being obtained from the London and

Stockholm Stock Exchanges so that the New Old Mutual Shares following

implementation of the Offer are admitted to listing on such exchanges (on the

A-list in relation to the Stockholm Stock Exchange);

(vii) Skandia not taking any measures, which would have an adverse effect on

the prerequisites for making the Offer or its implementation, including,

without limitation, disposing of any material part of its business or assets

or otherwise essentially changing the ordinary course of its business in

conflict with past practice;

(viii) All necessary approvals and clearances from authorities, including

competition and financial supervisory authorities, in Sweden, the UK, the USA,

South Africa and elsewhere in connection with the Offer, its implementation or

the acquisition of Skandia by Old Mutual or any of its subsidiaries having

been obtained on terms acceptable to Old Mutual or applicable deadlines or

waiting periods in relation thereto having expired or been terminated and

there being no notice of any intention to revoke, suspend, restrict, impose

any conditions in relation to, vary, amend or not to renew any authorisations,

certificates, licences, permissions or approvals of Skandia Group companies;

(ix) Neither the Offer nor the acquisition of the shares in Skandia being

rendered partially or wholly impossible or significantly impeded as a result

of legislation, regulation, any decision of court or public authority, or

other comparable measures, including third party actions, beyond Old Mutual's

control in Sweden, the UK, the USA, South Africa or elsewhere;

(x) No material adverse change in Skandia's financial position or operations

occurring after the announcement of the Offer; such material adverse change

meaning an event that materially adversely affects Skandia's liquidity or

results and which could not have been reasonably known or anticipated by Old

Mutual at the time of announcement of the Offer;

(xi) No information made public by Skandia or disclosed by Skandia to Old

Mutual being materially inaccurate or misleading, and Skandia not having

failed to make public any matter which should have been made public by it

prior to date of announcement of the Offer;

(xii) Old Mutual receiving the funds under the debt financing of the Offer as

set out below under 'Financing of the Offer'.

Old Mutual reserves the right to withdraw the Offer in the event that it is

clear that any of the above conditions is not fulfilled or cannot be

fulfilled. However, the Offer may only be withdrawn with reference to the non-

fulfilment of the conditions in sections (iv)-(xii) above if the non-

fulfilment is of material importance for Old Mutual's acquisition of the

shares in Skandia.

Old Mutual reserves its right to waive, in whole or in part, any or all of the

conditions above, and, with respect to condition (ii) above, to complete the

Offer at a lower level of acceptance.



Proposed Co-operation Agreement

Old Mutual has proposed to Skandia a Co-operation Agreement in connection with

the Offer, pursuant to which Skandia inter alia would agree:

- that it will not solicit, encourage or facilitate any alternative

acquisition proposal for Skandia and not engage in any discussions with any

third party with respect to an alternative acquisition proposal, unless it

receives a bona fide unsolicited acquisition proposal and a majority of the

Skandia Board (with the consultation of its legal and financial advisors) in

good faith determines that such proposal represents a superior proposal and

that such discussions with the third party are required in order to comply

with its fiduciary obligations to Skandia's Shareholders;

- that it will neither directly nor indirectly undertake any other action that

may prevent or frustrate the Offer; and

- that it will co-operate in general with and assist Old Mutual in the

preparation of the prospectus regarding the Offer and necessary filings for

regulatory approvals to be made to competition authorities and financial

supervisory authorities.



Financing of the Offer

Old Mutual has funds available to finance the total Cash Consideration under

the Offer, totalling GBP1,243 million, as follows:

- Own cash resources in hand, and

- An existing GBP1,100 million revolving credit facility (the 'Revolving

Facility') which is expected to be replaced by a new GBP1,250 million

revolving credit facility (the 'Replacement Facility'); and

- An agreement with Deutsche Bank (the 'ECP Agreement') for Deutsche Bank to

subscribe for up to GBP150 million of notes under Old Mutual's GBP600 million

Euro-Commercial Paper Programme (the 'Programme') which has been entered into

to secure financing in excess of the Revolving Facility until the Replacement

Facility is entered into.

The Offer is conditional on Old Mutual receiving the funds under the Revolving

Facility and the ECP Agreement (or the Replacement Facility if it has replaced

the Revolving Facility).The Revolving Facility is an ordinary facility with

terms and conditions customary for corporate credits in the international loan

market. The Revolving Facility is fully available to Old Mutual. Drawdown from

the Revolving Facility can be made if a number of standard conditions for

financing, a summary of which can be found in Appendix 1, have been met. The

Replacement Facility would in all material respects be on the same terms and

conditions as the Revolving Facility.

Under the ECP Agreement, Deutsche Bank has agreed to subscribe for up to

GBP150 million of notes at any time that Old Mutual requests prior to 31 March

2006. No notes are outstanding under the Programme so the entire GBP600

million under the Programme is available. Notes will be issued under the ECP

Agreement if a number of standard conditions, a summary of which can be found

in Appendix 1, have been met.

In addition to the funds available as described above, Old Mutual intends to

raise approximately Euro 1.2 billion of subordinated debt counting as upper

tier 2 and lower tier 2 capital under the United Kingdom Financial Services

Authority's rules prior to payment of the Cash Consideration.



Letters of intent to accept the Offer

Letters of intent to accept the Offer have been received in respect of in

aggregate 159,810,253 Skandia Shares, representing 15.6 per cent. of Skandia's

issued share capital, from investors including Cevian Capital and Burdaras.



Regulations

The Offer shall be governed by and construed in accordance with the laws of

Sweden. The Swedish Industry and Commerce Stock Exchange Committee's Rules on

Public Offers for the Acquisition of Shares (2003) and the Securities

Council's public statements on interpretation and application thereof are

applicable to the Offer.



12. Listing and dealings



Old Mutual has a primary listing on the London Stock Exchange and has

secondary listings on the JSE and on the Malawi, Namibian and Zimbabwe Stock

Exchanges. Application will be made to the UK Financial Services Authority

(the 'FSA') and the London Stock Exchange for the New Old Mutual Shares to be

admitted to the Official List and to trading on the London Stock Exchange.

Application will also be made for the New Old Mutual Shares to be listed (on a

secondary basis) on the A-list of the Stockholm Stock Exchange.

It is expected that listing will become effective and dealings, for normal

settlement, on the London Stock Exchange will begin shortly following the date

on which Old Mutual announces that all conditions to the Offer have been

fulfilled and that listing will become effective and dealings on the Stockholm

Stock Exchange will begin on or around the same date.

The New Old Mutual Shares will, when issued and fully paid, rank pari passu in

all respects with the existing Old Mutual Shares, including the right to

receive all dividends and other distributions (if any) declared, made or paid

by Old Mutual after the date of issue of the Consideration Shares, other than

in respect of Old Mutual's 2005 interim dividend of 1.85 pence due to paid by

Old Mutual on 30 November 2005.

Further details on listings and dealings will be included in the prospectus

regarding the Offer.



13. Extraordinary General Meeting of Old Mutual



The Offer is conditional upon, among other things, Old Mutual Shareholders

approving the Transaction and the issue of the New Old Mutual Shares pursuant

to the Offer. A shareholder circular, including a notice convening an

Extraordinary General Meeting of Old Mutual is expected to be sent to Old

Mutual Shareholders for this purpose in due course.



14. Overseas Shareholders



The availability of the Offer to persons not resident in Sweden or the UK may

be affected by the laws of the relevant jurisdiction where they are resident.

Skandia Shareholders who are not resident in Sweden or the UK should inform

themselves about, and observe, any applicable requirements.



15. Indicative timetable



The prospectus regarding the Offer will consist of a prospectus relating to

the New Old Mutual Shares to be approved by the FSA and a document containing

specific information for the Swedish market. In addition, a retail shareholder

information brochure will be published. These documents are expected to be

published by the end of September 2005. The Offer is expected to be completed

by the end of 2005 or early 2006. Further details regarding the publication of

these documents and the timetable for the Offer period will follow in a

separate press release in due course.



16. Compulsory Acquisition and De-listing



Assuming that Old Mutual through the Offer obtains more than 90 per cent. of

Skandia's issued share capital and voting rights on a fully diluted basis, Old

Mutual intends to commence a compulsory acquisition procedure under the

Swedish Companies Act to acquire all remaining Skandia Shares. In connection

therewith, Old Mutual intends to promote a de-listing of Skandia's Shares from

the Stockholm Stock Exchange and the London Stock Exchange.



17. Employee option holders



Skandia employees who hold employee options will be notified in accordance

with the terms of the options.



18. Recommendation by the Old Mutual Directors



The Old Mutual Directors consider the terms of the Transaction to be in the

best interests of the Old Mutual Group and shareholders as a whole and

unanimously recommend that Old Mutual's Shareholders vote in favour of the

resolutions to be proposed at the Old Mutual Extraordinary General Meeting as

they intend to do so in respect of their own beneficial holdings of 1,579,349

Old Mutual Shares, representing approximately 0.04 per cent. of Old Mutual's

existing issued ordinary share capital.



Appendix I

Financing Arrangements



Old Mutual has funds available to finance the Cash Consideration under the

Offer, totalling GBP 1,243 million, as follows:

- Own cash resources in hand;

- An existing GBP1,100 million revolving credit facility (the 'Revolving

Facility') which is intended to be replaced by a new GBP1,250 million

revolving credit facility (the 'Replacement Facility'); and

- An agreement with Deutsche Bank (the 'ECP Agreement') for Deutsche Bank to

subscribe for up to GBP150 million of notes under Old Mutual's GBP600 million

Euro-Commercial Paper Programme (the 'Programme') which has been entered into

to secure financing in excess of the Revolving Facility until the Replacement

Facility is entered into.

The Offer is conditional on Old Mutual receiving the funds under the Revolving

Facility and the ECP Agreement (or the Replacement Facility if it has replaced

the Revolving Facility).

The Revolving Facility is dated 6 May 2004 and is between Old Mutual, as

borrower, and a syndicate of lenders. Under its terms, GBP1.1 billion was made

available to Old Mutual to be used as a backstop for the Programme, for the

general corporate purposes of the Old Mutual Group and to refinance Old

Mutual's existing facilities. Drawings under the Revolving Facility are

limited to GBP1.1 billion. Old Mutual currently has no drawings outstanding so

the Revolving Facility remains fully available. Drawings are permitted in

other currencies but sterling is the base currency for the purpose of

determining the limit on drawings.

The Replacement Facility is currently being negotiated with a syndicate of

lenders. The Replacement Facility will in all material respects be on the same

terms and conditions as the Revolving Facility, except that the commitment

will be increased to GBP1,250 million. It is expected, subject to contract,

that the Replacement Facility will replace the Revolving Facility on or about

2 September 2005. If not, the Revolving Facility will remain fully available.

Drawings under the Revolving Facility are conditional upon certain conditions

which are customary in the international banking market, including: that

certain customary representations of a formal nature (such as in relation to

the status of Old Mutual and its power and authority to enter into, and the

legality and enforceability of, the finance documents) are correct in all

material respects both before and after the making of the drawings and that

Old Mutual is not in default in relation to certain events of default,

including:

- Old Mutual failing to ensure that the ratio of its total net borrowings

(being total borrowings less cash and cash equivalents such as certificates of

deposit and government bonds) to its consolidated equity shareholders' funds

(including hybrid capital and preferred securities), as disclosed in Old

Mutual's latest audited annual or unaudited interim balance sheet, is not

greater than 0.7 to 1.0;

- a cross-default provision which provides that there will be a default under

the Revolving Facility if Old Mutual or any other member of the Old Mutual

Group does not pay its obligations under any other substantial financial

indebtedness when due or otherwise defaults under such indebtedness. None of

the relevant financial arrangements of the Old Mutual Group contain any event

of default or termination rights in addition to those under the Revolving

Facility;

- Old Mutual or any of its material subsidiaries becomes insolvent or

insolvency proceedings or other similar enforcement procedures are taken in

relation to Old Mutual or any of its material subsidiaries;

- it is unlawful for Old Mutual to perform any of its payment obligations

under the Revolving Facility;



The Programme allows Old Mutual to agree from time to time with any of the

dealers who are parties to the dealer agreement for the Programme (the 'Dealer

Agreement') that debt securities ('Notes') will be issued to that dealer up to

the GBP600 million maximum amount under the Programme. No Notes are

outstanding under the Programme so the GBP600 million is fully available.

Deutsche became a dealer on 2 September 2005 by agreeing with Old Mutual that

it will accede to the terms of the Dealer Agreement.

Under the ECP Agreement, Deutsche Bank has agreed to subscribe for up to

GBP150 million of Notes at any time that Old Mutual requests this prior to 31

March 2006, conditional on there being no  outstanding breach by Old Mutual of

the terms of the ECP Agreement or the Dealer Agreement insofar as it relates

to the ECP Agreement and certain other conditions, including:

- approval of the Offer by Old Mutual's shareholders;

- the Offer becoming or being declared unconditional in all respects;

- no term or condition of the Offer having been waived or amended in any

manner which is material in the context of the ECP Agreement without the

consent of Deutsche Bank;

- neither Old Mutual nor any of its material subsidiaries having breached any

regulatory capital requirement or having been the subject of any regulatory

intervention (regulatory intervention meaning having received a request from a

regulatory authority to restore or improve any applicable solvency margins or

capital adequacy levels or had its licences withdrawn);

- Old Mutual not anticipating that, at or immediately after the closing of the

Offer, it or any of its material subsidiaries will be in breach of any

regulatory capital requirements;

- the short-term credit rating assigned in relation to Old Mutual being at

least P-2 (Moody's) and F-2 (Fitch);

- there has been no material adverse change since the date of the ECP

Agreement (2 September 2005) in Old Mutual's or Skandia's financial position

or operations (and material adverse change meaning an event that materially

adversely affects Old Mutual's or Skandia's liquidity or results and which

could not have reasonably been anticipated by Old Mutual at the date of the

ECP Agreement).

- certain representations and warranties being correct, including:

- in relation to the status of Old Mutual, its power and authority to enter

into, and the legality and enforceability of, the agreements relating to the

Programme;

- that there has been no material adverse change in the condition (financial

or otherwise) of Old Mutual since the date of Old Mutual's last annual or

interim accounts;

- that, since the most recent audited or interim accounts of Old Mutual, there

has been no adverse change in the business, financial or other condition of

Old Mutual and there is no litigation or similar proceeding pending, or to the

knowledge of Old Mutual, threatened which in each case could materially be

expected to be material in the context of the Dealer Agreement or the issue of

the Notes;

- that Old Mutual is not in default under any of its other substantial

financial indebtedness (as set out above, none of the relevant financial

arrangements of the Old Mutual Group contain any event of default or

termination rights in addition to those under the Revolving Facility).

The ECP Agreement will terminate if and to the extent that Old Mutual enters

into new financing arrangements which provide available funds, such as the

Replacement Facility.

In the opinion of Old Mutual, there is no reason to believe that Old Mutual

will not receive the funds under the Revolving Facility or, if applicable, the

Replacement Facility, or the ECP Agreement.



Appendix II



Definitions



The following glossary and definitions apply throughout this announcement,

unless the context requires otherwise.

'GBP', 'p', 'pence', 'pounds

sterling' or 'pounds'               the lawful currency of the United Kingdom

'Enlarged Group'                    the Old Mutual Group as enlarged by the

                                    acquisition of the Skandia Group pursuant

                                    to the terms of the Offer

'Deutsche Bank'                     Deutsche Bank AG London

'Embedded Value'                    Embedded value (being an actuarially

                                    determined estimate of the economic value

                                    of a life assurance company, excluding any

                                    value which may be attributed to future

                                    new business). The embedded value is the

                                    sum of the adjusted net worth and the

                                    value of in-force business

'JSE'                               JSE Limited (formerly the JSE Securities

                                    Exchange, South Africa)

'London Stock Exchange'             London Stock Exchange plc

'New Old Mutual Share(s)'           Old Mutual Share(s) being offered to

                                    Skandia Shareholders pursuant to the Offer

'Offer'                             The offer by Old Mutual for the entire

                                    issued share capital of Skandia as

                                    described in this announcement

'Old Mutual Board' or

'Old Mutual Directors'              the board of directors of Old Mutual

'Old Mutual Group'                  Old Mutual, its subsidiaries and

                                    subsidiary undertakings

'Old Mutual Share(s)'               ordinary share(s) of 10 pence each in the

                                    capital of Old Mutual

'Old Mutual Shareholder(s)'         holder(s) of Old Mutual Shares

'Skandia Board'                     the board of directors of Skandia

'Skandia Group'                     Skandia, its subsidiaries and subsidiary

                                    undertakings

'Skandia Share(s)'                  ordinary share(s) of SEK 1 each in the

                                    capital of Skandia

'Skandia Shareholder(s)'            holder(s) of Skandia Shares

'Transaction'                       the proposed acquisition of Skandia

                                    pursuant to the Offer as described in this

                                    announcement

 'UK Listing Authority'             the Financial Services Authority acting in

                                    its capacity as the competent authority

                                    for the purposes of Part VI of the

                                    Financial Services and Markets Act 2000

'United Kingdom' or 'UK'            United Kingdom of Great Britain and

                                    Northern Ireland

'United States' or 'USA' or 'US'    United States of America, its territories

                                    and possessions, any state of the United

                                    States of America and the District of

                                    Columbia



 Deutsche Bank AG London is acting for Old Mutual plc and no one else in

connection with the Transaction and will not regard any other person (whether

or not a recipient of this announcement) as its client in relation to the

Transaction and will not be responsible for providing the protections afforded

to its clients nor for giving advice in relation to the Transaction or any

transaction or arrangement referred to, or information contained in this

announcement.



Merrill Lynch International is acting for Old Mutual plc and no one else in

connection with the Transaction and will not regard any other person (whether

or not a recipient of this announcement) as its client in relation to the

Transaction and will not be responsible for providing the protections afforded

to its clients nor for giving advice in relation to the Transaction or any

transaction or arrangement referred to, or information contained in this

announcement.



Lazard is acting for Old Mutual plc and no one else in connection with the

Transaction and will not regard any other person (whether or not a recipient

of this announcement) as its client in relation to the Transaction and will

not be responsible for providing the protections afforded to its clients nor

for giving advice in relation to the Transaction or any transaction or

arrangement referred to, or information contained in this announcement.



The Offer, all acceptances and withdrawals thereof or pursuant thereto and all

contracts made pursuant thereto and action taken or made or deemed to be taken

or made under any of the foregoing shall be governed by and construed in

accordance with Swedish law.



In accordance with the requirements of the UK Prospectus Rules it is confirmed

that this announcement does not constitute an offer to purchase (or otherwise

acquire) nor the solicitation of an offer to sell (or otherwise dispose of)

any securities of Old Mutual or Skandia. Any offer, invitation or inducement

to acquire or sell shares in Skandia will be made solely by means of the

prospectus (as updated by any supplementary prospectus) and associated

documents expected to be published during September 2005, and any decision to

keep, buy or sell shares in Skandia should be made solely on the basis of the

information contained in such documents. In addition, Old Mutual Shareholders

are urged to read the prospectus and associated class 1 shareholder circular

before making any decision regarding the Transaction. The prospectus, and

related documents, once published, may be obtained from Old Mutual's website

at www.oldmutual.com or on request from Old Mutual.



The Offer is, subject to certain exceptions, not being made, directly or

indirectly, in or into the United States, Canada, Australia, Japan or any

other jurisdiction where to do so would constitute a violation of the laws of

such jurisdiction, or by use of the mails or by any means or instrumentality

(including without limitation, facsimile transmission, telephone and the

internet) of interstate or foreign commerce, or any facility of a national

securities exchange, of the United States, Canada, Australia or Japan.

Accordingly, copies of this announcement or any accompanying documents are not

being, directly or indirectly, mailed or otherwise distributed, forwarded or

transmitted in, into or from the United States. Any persons receiving such

documents (including, without limitation, custodians, nominees and trustees)

should observe these restrictions and should not, subject to certain

exceptions, mail or otherwise distribute, forward or transmit them in, into or

from the United States or any other jurisdiction where to do so would

constitute a violation of the laws of such jurisdiction, or use such means,

instrumentality or facility in connection with the Offer, and so doing may

render invalid any related purported acceptance of the Offer. Any persons

(including, without limitation, custodians, nominees and trustees) who would

or otherwise intend to, or may have a contractual or other legal obligation

to, forward this announcement or any accompanying documents to the United

States should seek appropriate advice before taking any action.



These materials are not for distribution, directly or indirectly, in or into

the United States. They are not an offer of securities for sale into the

United States. There will be no public offer of the Old Mutual Shares in the

United States.



The New Old Mutual Shares have not been, and will not be, registered under the

US Securities Act of 1933 (the 'Securities Act') or with any securities

regulatory authority of any state or other jurisdiction of the United States

or under the applicable securities laws of Canada, Australia and Japan.

Accordingly, subject to certain exceptions, the New Old Mutual Shares may not

be offered or sold within the United States or Canada, Australia and Japan or

any other jurisdiction where to do so would constitute a violation of the laws

of such jurisdiction, or to or for the account or benefit of any person in the

United States, Canada, Australia or Japan.



This announcement includes forward-looking statements about Old Mutual,

Skandia and the Enlarged Group. By their nature, forward-looking statements

involve risks and uncertainties because they relate to events and depend on

circumstances that may or may not occur in the future. Old Mutual cautions you

that forward-looking statements are not guarantees of future performance and

the Old Mutual Group's actual results of operations, financial condition and

liquidity, and the development of the industry in which the Old Mutual Group

operates may differ materially from those made in or suggested by the forward-

looking statements contained in this document. Events that may cause actual

results to differ from such forward-looking statements include, but are not

limited to: fluctuations in the capital markets; fluctuations in interest rate

and exchange rates; increased regulation or regulatory scrutiny; the

occurrence of unforeseen disasters or catastrophes; political or economic

instability in their principal markets; adverse outcomes in litigation; and

failure to achieve the benefits of the proposed Transaction. These forward-

looking statements speak only as at the date of this announcement. Except as

required by the UK Listing Authority, the London Stock Exchange or applicable

law, Old Mutual does not undertake any obligation to update or revise publicly

any forward-looking statement, whether as a result of new information, future

events or otherwise. Except as required by the UK Listing Authority, the

London Stock Exchange or applicable law, Old Mutual expressly disclaims any

obligation or undertaking to release publicly any updates or revisions to any

forward-looking statement contained herein to reflect any change in Old

Mutual's expectations with regard thereto or any change in events, conditions

or circumstances on which any such statement is based. In addition, even if

the Old Mutual Group's results of operations, financial condition and

liquidity, and the development of the industry in which the Old Mutual Group

operates are consistent with the forward-looking statements contained in this

announcement, those results or developments may not be indicative of results

or developments in subsequent periods.


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