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REMUNERATION REPORT2018

Old Mutual Limited

INDEX PART 1: BACKGROUND STATEMENT

Page reference Refer to pages within this report

Web reference Refer to web page

NAVIGATING OUR REPORT

Thoko Mokgosi-MwantembeChairman of the Remuneration Committee

The Remuneration Report provides a summary of the work done by our Remuneration Committee during 2018, an overview of the main provisions of our Remuneration Policy that will apply in 2019, and the outcomes of the application of the Remuneration Policy during the reporting year for our Executive Directors and Prescribed Officers. This report is prepared and presented in alignment with the requirements of King IV™ and the practice notes.

A summarised version of this report is included in the Old Mutual Integrated Report 2018. Refer to www.oldmutual.com/investor-relations/reporting-centre/reports

Looking back over 20182018 was momentous for us, with the primary listing of Old Mutual Limited on the Johannesburg Stock Exchange and secondary listings on the London, Malawian, Namibian and Zimbabwean stock exchanges. We also completed the Managed Separation of the Old Mutual plc Group and identified culture shifts to be more purposeful and competitive in the market.

While the core elements of our Remuneration Policy were disclosed in our Pre-listing Statement we have continued to monitor investor feedback, local and global developments in remuneration practices as well as continuing debate with our Board colleagues of appropriate reward and remuneration practices to underpin our ambitious business strategy and encourage superior performance.

Before our listing on the JSE, we identified the 8 Strategic priorities upon which we needed to compete to win in our chosen markets. During 2018, the Remuneration Committee has focused on winning the war for talent – one of the Strategic priorities – and has applied its mind to translating this Battleground into key remuneration principles. These are displayed in part 2 of the remuneration report.

During the course of the year, we have conducted strategic workshops relating to remuneration principles, which included both the Board and the Remuneration Committee. In addition to these, the Remuneration Committee has also:

• Performed a market review (benchmarking)of Executive Management and Non-executiveDirector remuneration

• Determined the outcome of the 2018 Short-term Incentive scheme and guaranteed payincreases for 2019

• Ensured that the Managed SeparationIncentive Plan (MSIP) was implemented in linewith approvals

• Reviewed the structure, targets and metrics forthe 2019 Short- and Long-term Incentives

• Approved the remuneration of executivesappointed during the year

• Approved the exit arrangements of executivesleaving the Group during the year

We note that the settlement of the Nedbank and Quilter unbundling dividends was an unintended consequence of the Old Mutual plc share plan for our employees, which led to early vesting and reduction of “lock-in”. We have thus ensured that the new share plans which have been in place since listing do not permit the settlement of such exceptional distributions, and require that the underlying number of awards are adjusted, with any such proceeds being subject to the same time-vesting and performance conditions applicable to the underlying share awards.

PART 2: OVERVIEW OF THE OLD MUTUAL LIMITED REMUNERATION POLICY

PART 1: BACKGROUND STATEMENT

PART 3: IMPLEMENTATION REPORT

REPORTING SUITE AVAILABLE IN ADDITION TO THIS REPORT

REMUNERATION


INTEGRATED REPORT2018

Old Mutual Limited

Old Mutual Limited Integrated Report 2018

CHAIRMAN’S STATEMENT THE BOARDTHE EXECUTIVE

COMMITTEEGROUP GOVERNANCE

FRAMEWORKBOARD COMMITTEE

FEEDBACK


GOVERNANCE REPORT2018

Old Mutual Limited

Old Mutual Limited Governance Report 2018


ANNUAL FINANCIAL STATEMENTSFor the year ended 31 December 2018

Old Mutual Life Assurance Company (South Africa) Ltd

OMLACSA Annual Financial Statements 2018


ANNUAL FINANCIAL STATEMENTSFor the year ended 31 December 2018

Old Mutual Limited

Old Mutual Limited Annual Financial Statements 2018

Refer to www.oldmutual.com/investor-relations/reporting-centre/reports

Index hyperlink

PART 1 PART 2 PART 3

OLDMUTUAL Remuneration Report 2018 OLDMUTUAL Remuneration Report 2018 1

www.oldmutual.com/investor-relations/reporting-centre/reports

http://www.oldmutual.com/investor-relations/reporting-centre/reports

PART 1: BACKGROUND STATEMENT (CONTINUED)

Fair and responsible remuneration

Our Remuneration Committee is committed to fair and responsible remuneration for all employees, considering the impact on all levels of employees when defining the future-fit reward model. We identified that more analysis will be required to be undertaken to ensure that this commitment can be upheld.

As a first step, in order to eliminate greater inequality through pay increases, our Remuneration Committee ensured that employees in more junior roles received higher increases in fixed remuneration than those in more senior roles. Executive increases were inflation-linked, averaging at 5.5% (except where roles are positioned below market level). At management level and below, increases were above inflation, averaging at 6.2% (except where roles are positioned below market level).

OUR APPROACH TO FAIR AND RESPONSIBLE

REMUNERATION• Impartial, free from

discrimination

• Rational

• Address areas of inequality

RESPONSIBLE REMUNERATION

• Appropriate governance

• Independent oversight

• Linked to value creation

FAIR REMUNERATION

Internal

A detailed review by our Remuneration Committee of the Old Mutual Limited Remuneration Policy (effective 1 July 2018) and remuneration practices across the Group, to sharpen our focus for 2019 toward areas that require more in-depth attention;

Performance against our identified Key Performance Indicators (KPIs) for incentive structures during 2018;

A careful focus on costs, leading to moderate increases in Total Guaranteed Pay (TGP) in 2018; and

The completion of our Managed Separation of the Old Mutual plc Group.

The key factors affecting remuneration in 2018 include the following:

External

An increased focus on remuneration by all stakeholders, reinforcing the need to ensure that outcomes are fair and responsible, and align with the interests of our shareholders and other stakeholders.

Focus areas for 2019

The focus areas for 2019, which have already impacted our approach to setting targets for our incentive plans, but that will guide our reward journey in 2019 and beyond are as follows:

Identifying performance measures and targets that represent appropriately challenging levels of performance for creation of stakeholder value including the creation and allocation of Short-term Incentive pools as well as the vesting of LTI awards.

Specifically, the creation of shareholder value is based on returns above the cost of equity, and above average competitor performance, and on earnings growth at a premium to nominal GDP growth.

While financial targets that measure the creation of shareholder value are important, we are also conscious of the need to consider the concomitant delivery of value to other stakeholders. In this regard,“tilts” are used which may increase or decrease the quantum of the Short-term Incentive pool by 20%, but we are considering more specific and measurable non-financial KPIs for inclusion in the determination of the 2020 pool.

Internal and external factors that influenced remuneration in 2018

PART 1 PART 2 PART 3


PART 1: BACKGROUND STATEMENT (CONTINUED)

PART 2: OVERVIEW OF REMUNERATION POLICY

We remain committed to engaging openly with our shareholders on remuneration matters, and invite our shareholders to provide their feedback on the remuneration policy and remuneration outcomes on an ongoing basis.

We will table, on an annual basis, the forward-looking overview of the Old Mutual Limited Remuneration Policy (Part 2 of this Old Mutual Limited Remuneration Report), as well as the Implementation Report (Part 3 of this Old Mutual Limited Remuneration Report which details all remuneration awarded to our Executive Directors and Prescribed Officers during the reporting period) for separate non-binding advisory votes at the Old Mutual Limited Annual General Meeting (the Old Mutual Limited AGM).

In the event that 25% or more of the votes exercised are against either Part 2 or Part 3, our Remuneration Committee will take measures to engage proactively with shareholders and ascertain their reasons for the dissenting votes.

We will extend an invitation to dissenting shareholders in the Stock Exchange News Service (SENS) announcement containing the results of

the Old Mutual Limited AGM, for them to engage with us about their reasons for voting against the relevant resolution. The invitation will set out the manner and timing of the engagement, which, whilst preferring one-on-one engagement, may also include communication via email, telephone calls, roadshows and other methods as appropriate.

Where appropriate, our Remuneration Committee may consider amending elements of the Old Mutual Limited Remuneration Policy, informed by relevant market practice and shareholder value creation considerations.

Our Remuneration Committee shall disclose the results of any shareholder engagement in the Background Statement of the subsequent Old Mutual Limited Remuneration Report. In the event that one or more of the remuneration-related resolutions are voted against by 25% or more of the shareholders, the disclosure will also include:

• With whom our Remuneration Committee engaged;

• The manner and form of the engagement that took place; and

• The nature of the steps taken, if any, by our Remuneration Committee to address shareholders’ feedback.

REMUNERATION PHILOSOPHY

The Group manages remuneration on a Total Remuneration basis, which incorporates a combination of financial and non-financial reward elements. This approach allows us to attract, motivate and retain appropriately skilled and experienced individuals who will enable us to meet our strategic objectives, and ensures alignment of the Group’s interests and those of our executives and stakeholders over the longer term.

In 2017, ahead of Old Mutual Limited listing on the JSE, we identified the 8 Strategic priorities upon which we needed to compete to win in our chosen markets. Among these was to ‘Win the War for Talent’, as set out in the Integrated Report.

Remuneration is one of our four key pillars in winning the war for talent, and links into a number of the Group’s culture-shifts. We believe that, with the correct remuneration strategy, we can acquire and retain our top talent, and by utilising future-fit incentive pay structures, we can remain externally competitive, encouraging our employees to execute and deliver on customer-led solutions to ‘win in the market’.

ALIGNMENT OF BUSINESS OBJECTIVES AND REWARD

ALIGNMENT OF STAKEHOLDER AND EXECUTIVE INTERESTS

TOTAL REWARD SUPPORTS DESIRED OLD MUTUAL LIMITED CULTURE AND VALUES

APPROPRIATE RISK AND REGULATORY ALIGNMENT IN REWARD POLICIES AND PRACTICES

FAIR AND RESPONSIBLE TOTAL REWARD

REWARD FOR SUBSTANTIAL PERFORMANCE

KEY PRINCIPLES

PART 2: OVERVIEW OF REMUNERATION POLICY

Key remuneration principles

Shareholder engagement and votingWith our first AGM as a listed entity approaching, we decided to engage with investors early on to identify and understand any areas of concern. Our Board Chairman held a shareholder roadshow in November 2018, discussing the remuneration votes for the upcoming AGM. In particular, performance targets and the explicit linkages to Executive Director remuneration were discussed. There was general consensus from the shareholders that the proposed targets were acceptable and that the overlap between short and long-term incentive metrics was appropriate. The methodology for reflecting earnings from Zimbabwe was one of the significant matters raised.

PART 2PART 1 PART 3


PART 2: OVERVIEW OF REMUNERATION POLICY (CONTINUED)

Alignment of shareholder and executive interests, and pay for performance

by rewarding delivery of the chosen strategy and sustained performance against agreed financial and non-financial goals that create long-term stakeholder value.

Our remuneration structure is based upon the following key principles:

Remuneration governanceRisk and RemunerationWe comply with all legislative and regulatory provisions, as well as applicable governance codes relating to the determination and management of remuneration and related matters. Our Remuneration Committee, mandated by our Board, oversees and governs our remuneration environment in accordance with its Terms of Reference, which are reviewed annually. Our Remuneration Committee Chairperson reports to our Board after each of our Remuneration Committee meetings, and will be present at the Old Mutual Limited AGM to answer questions from shareholders.

During the year, our Remuneration Committee used the services of PwC to provide strategic input and advice on local and international leading practice and market benchmarking. Our Remuneration Committee is further supported by our Management Remuneration Committee, as well as our Group Reward function.

Martin Hopkins (Remuneration Advisor) also attended a Remuneration Committee meeting in his independent capacity to provide strategic input.

Our Remuneration Committee meets at least every quarter.

Remuneration mix and overview of principal remuneration elements Remuneration Framework OverviewOur remuneration mix reflects the composition of Total Remuneration, comprised of guaranteed remuneration, and both Short-Term (STI, including deferrals), and where applicable, Long-Term incentives.

With our focus on rewarding for substantial performance, executive remuneration structures will be more heavily weighted towards performance-based remuneration, achieving a Total Remuneration potential which is strongly slanted toward actual payment of performance-based pay in instances of substantial performance. As is best practice within our industry, we incorporate deferral practices in terms of short-term incentive. When determining which employees should participate in the Long-Term Incentive, and to what extent, consideration is given to the ability of a role to influence our share price movement and value-creation for the shareholders in the long term. The pay mix should not encourage excessive risk-taking.

Remuneration supportive of culture and values

aligned to the Group’s corporate culture, reinforcing wider people-management practices in a simple, clear and transparent manner

Appropriate risk and regulatory alignment

with a robust quantitative and qualitative approach to reflecting risk metrics and risk management in the outcome of remuneration plans, as well as compliance with applicable regulatory and legal requirements. The risk factors associated with STI structures for Old Mutual Limited and its subsidiaries, must be monitored on an annual basis by the Old Mutual Limited and/or the relevant subsidiary risk management function, and inputs must be provided to the relevant Remuneration Committee.

Fair and responsible total reward

to ensure that Executive remuneration is fair and responsible in the context of overall employee remuneration and in compliance with country-specific legislation relating to a national or sectoral minimum wage.

Alignment of reward with our business objectives

business drivers, corporate vision, and strategic priorities of the Group, supporting prudent decision-making, consistent with our risk appetite, and not inducing excessive or inappropriate risk-taking. The design of incentive schemes must take into account our economic, social and environmental impact, supporting a “pay for performance” culture on an individual and corporate basis.

REMUNERATION ELEMENTS

• Market-related levels are set to ensure a competitive guaranteed pay

• Appropriate employee benefits are used, which are appropriate to the local market

GUARANTEED PAY See page 8 of this report for more information on Guaranteed pay

LONG-TERM INCENTIVES See page 10 of this report for more information and a descriptive diagram on Long-term incentives

• Either over Old Mutual Limited shares, or phantom shares for jurisdictions other than South Africa and Namibia

• Subject to malus, and in some instances, clawback

LT

See page 10 of this report for more information and a descriptive table on Ad-hoc discretionary rewards

• Buy-out awards, sign-on awards and retention awards may be used in appropriate circumstances

AD-HOC DISCRETIONARY AWARDS

SALES REMUNERATION See page 11 of this report for more information on Sales remuneration schemes• Business-unit specific

• Create direct linkage between business outcomes (achievement of sales targets) and remuneration

• Typically deliver payments on a monthly basis

• Group-wide STI determined based on delivery of strategically important operational metrics

• STI pool is determined, and divided into segment pools • Segment pools distributed based on TGP, STI pay

opportunity and personal performance• STI is settled in cash, with deferral into shares applicable for

middle management upwards

SHORT-TERM INCENTIVESST

See pages 8 to 9 of this report for more information and a descriptive diagram on Short-term incentives

PART 2PART 1 PART 3



Principle • Provide market-related Guaranteed Pay (including employee benefits) to attract and retain the best people, to help ‘Win the war for Talent’

• Include appropriate employee benefits to meet the needs and aspirations of employees. The benefit offering and range is dependent on local market practice/conditions, and is offered in accordance with local policy. Core employee benefits include retirement funding, medical aid/health insurance and death and disability cover.

• Provide other benefits, depending on local market practice/conditions, including funeral benefits and vehicle benefits and other allowances that reflect local market practice and may also apply.

• Total Guaranteed Pay levels are based on market relativity.

Setting and review of Guaranteed Pay • Reflects the nature of the role, individual skills and competence, and market practice/conditions in each of our operating environments.

• Reviewed annually (including a review of the cost of benefit provision/subscription) based on, among other things, internal equity and external competitiveness.

• As a general principle, the average Total Guaranteed Pay increase applied for executives should not be higher than that applied for other employees. This excludes instances where exceptional, individually motivated market adjustments may be required.

• Assists employees in meeting their retirement savings, risk, lifestyle and value proposition needs with employee benefits.

GUARANTEED PAY

Principle and application throughout the GroupThe STI is determined according to a pool methodology. A Group-wide STI pool is determined, the size of which is dependent on achievement against the four key business drivers, namely Results from Operations (RFO), Return on Net Asset Value (RoNAV), Net Customer Cash Flows (NCCF) and cost efficiency leadership. This group pool is then cascaded into segment pools, in which employees within each relevant segment participate. The applicable methodology is diagrammatically represented overleaf.

Financial and non-financial performance measures The measures used to determine the pool are the KPIs identified as the most aligned with the business strategy of Old Mutual Limited, ensuring that employees are motivated to perform in terms

of the identified strategic objectives. As purely financially-oriented measures are not considered adequate in driving the desired drivers of value at Old Mutual Limited, non-financial performance plays an important role in determining STI payments, through the incorporation of non-financial measures within each executive’s personal scorecard. These measures are grouped into the following categories:

• Customer

• Stakeholder Engagements

• People, Talent and Culture

• Leadership Behaviours and Values

• Risk Management and Governance

In addition, the Remuneration Committee has the discretion to ‘tilt’ the calculated pool upwards or downwards according to a number of non-financial measures (primarily risk).

SHORT-TERM INCENTIVESST

Segment pool

Tilts applied (maximum of 20% upwards or downwards)

• Risk (key modifier)• Regulatory environment• Competitive environment• Delivery against key strategic priorities

Segment pool is further divided into country pools

Individual’s STI pay opportunity = TGP X STI PAY % X PERFORMANCE

RATING%

GROUP-WIDE STI POOLST

Rest of Africa Segment pool

CALCULATION OF INDIVIDUAL STI PAY OPPORTUNITIES

Individuals’ STI pay opportunity

Sum of all individuals’ STI pay opportunity X/ SEGMENT POOL = STI PAYMENT

DISTRIBUTION OF POOL

Deferral applied to middle management and upwards 40% SHARES + 60% CASH

BENCHMARKINGThe general target positioning is the median of the relevant market, with positioning above the market for key roles or scarce skills based on the specific requirements and market imperatives applicable to that skill type. The relevant market will be, as appropriate:

• The four big insurers (Sanlam, Liberty, Discovery and MMI) and the four big full-service SA (FirstRand, Standard Bank, Nedbank and Absa) banks (mainly for SA roles)

• The broader financial services market as determined by surveys;

• The general market, where there is not enough survey participation depth to define a financial services peer group.

Deferral For middle management upwards, currently 40% of the pre-tax STI amount is deferred into forfeitable shares/phantom shares (Deferred STI or DSTI). Participants receive dividends/dividend equivalents in the normal course as and when a dividend is declared and paid by us.

Governance Cash STI is subject to Malus, and for some roles, Clawback. DSTI is subject to Malus.

Targets and metrics for the 2019 STI

40% 30% 20% 10%

Net Client Cash Flows (NCCF)Results From Operations (RFO) Return on Net Asset Value (RoNAV)

Cost efficiency leadership

Our Remuneration Committee has discretion to tilt the pools by a maximum of 20% upwards or downwards, based on consideration of a number of non-financial modifiers. These could include:

• Risk (this is the key modifier)• Regulatory environment

• Competitive environment• Delivery against key strategic projects

To align with our focus on substantial performance, we retain the principle of the STI pool only being declared in the event of substantial performance.

PART 2PART 1 PART 3



LONG-TERM INCENTIVESLT

Target and metrics for 2019 LTIP awards

33.3%

Absolute Total Shareholder Return

33.3%

Relative Total Shareholder Return

33.3%

Return on Net Asset Value (RoNAV)

Our share-based incentive awards are typically awards over Old Mutual Limited shares for participants in South Africa and Namibia, or Old Mutual Limited phantom shares for employees in other jurisdictions. A small number of business-unit specific schemes using phantom shares/other investment arrangements may also operate from time to time.

Awards under our share-based schemes are subject to Malus, and in some circumstances Clawback in accordance with Old Mutual Limited’s Malus and Clawback policy.

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Old Mutual Limited Long-term Incentive Plan (LTIP)

Old Mutual Limited Employee Share Ownership Plan (ESOP)

• Annual awards of forfeitable shares or phantom forfeitable shares

• Performance based; subject to stretching performance Conditions:

• Dividends paid out through vesting period• Performance tested over performance 3 year

period• Vesting in equal tranches over years 3,4,5• Measures and targets are detailed in Part 2

of this report

• Ad-hoc awards granted under ESOP – see table• Used for deferral of STI awards• Was used for once-off broad-based employee

share awards in 2018• Was used for deferral of 50% of the award that

vested under OMEM MSIP in 2018• Awards take form forfeitable shares, with

dividends paid out through vesting period• No performance conditions apply

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Old Mutual plc Performance Share Plan (PSP)

Old Mutual plc Share Reward Plan (SRP) N

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Business unit-specific sales remuneration schemes are used which are designed to create a direct linkage between business outcomes (specifically achievement of sales targets) and remuneration.

Sales remuneration schemes ranging from commission-only arrangements (where Total Remuneration is based entirely on sales performance), to schemes paid in addition to a specified level of guaranteed pay.

Sales remuneration schemes deliver payments, typically on a monthly basis, subject to sales performance.

Executive remunerationAs an overarching principle, remuneration for our Executive Directors and Prescribed Officers is structured to ensure alignment with the creation of shareholder value, and the strategic objectives of the Group, and to encourage outperformance of objectives within appropriate risk parameters.

We have illustrated below the potential remuneration outcomes of the Executive Directors and Prescribed Officers, under various performance scenarios.

SALES REMUNERATION

Ad hoc discretionary awardsWe use, on an exceptional basis, ad hoc discretionary awards which are subject to review and approval by our Remuneration Committee:

Element Eligibility Purpose Forms of awards

Buy-out awards

New joiners to Old Mutual Limited

To compensate for existing awards forfeited

Cash or shares under ESOP

Sign-on awards

New joiners to Old Mutual Limited

To increase overall competitiveness of an employment offer

Cash, subject to minimum service requirement, or shares under ESOP.Forfeiture and malus provisions apply

Retention awards

On a highly exceptional basis to key talent

To retain talented employees or holders of scarce skills

Cash, subject to minimum service requirements, or shares under the ESOP

Chief Executive Officer (R’000)

0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000

Above expected performance**

At expected performance*

Below expected performance

CHIEF EXECUTIVE OFFICER

* LTI includes indicative expected value on grant date.** LTI includes indicative expected value on grant date assuming 100% vesting.


%

100


3135

14

%

20


2132

%

28

19

TGP STI DSTI LTIP

PART 2PART 1 PART 3



Executive contractsOur Executive Directors and Prescribed Officers have employment contracts with Old Mutual Limited Group companies. The material terms of each of their service agreements are set out below:

Name Notice period Restraint

Executive Directors

Peter Moyo 6 months 6 months

Casper Troskie 6 months 6 months

Prescribed Officers

Iain Williamson 3 months –

Clement Chinaka 3 months –

David Macready1 3 months –

Karabo Morule 3 months –

Jonas Mushosho 3 months –

Clarence Nethengwe 3 months –

Garth Napier 3 months 6 months

Khaya Gobodo2 6 months 6 months

Notes:1 It was agreed that, in the event of David Macready’s early retirement, and conditional upon appointment and on-boarding of an appropriate successor, he will

be eligible for a termination payment in addition to the standard provisions applicable to early retirement. 2 Khaya Gobodo was appointed MD: Old Mutual Wealth and Investments from 1 January 2019.

Non-binding voteThe overview of the Old Mutual Limited Remuneration Policy, as set out in Part 2 of this Old Mutual Limited Remuneration Report, will be subject to a non-binding advisory vote at the Old Mutual Limited AGM on 24 May 2019.

Chief Financial Officer (R’000)

0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000




Prescribed Officers (R’000)

0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000




CHIEF FINANCIAL OFFICER

PRESCRIBED OFFICERS

* LTI includes indicative expected value on grant date.** LTI includes indicative expected value on grant date assuming 100% vesting.


%

100


3129

14

%

21


2427

%

29

20

TGP STI DSTI LTIP


%

100


3528

13

%

23


2527

%

3017

TGP STI DSTI LTIP

Our Executive Directors and Prescribed Officers are required to hold (on an unencumbered basis), Old Mutual Limited shares of at least the above multiples of TGP. They have five years from the listing of Old Mutual Limited on the JSE, or appointment to the Old Mutual Limited Executive Committee, to achieve these multiples.

Old Mutual Limited Group CEO = 2 X TGP

Old Mutual Limited Group CFO and Prescribed officers

= 1.5 X TGP

MINIMUM SHAREHOLDING REQUIREMENTS

PART 2PART 1 PART 3



Non-Executive Directors Non-Executive Directors are appointed by the shareholders at the Old Mutual Limited AGM, with interim appointments being permitted between AGMs. Our Board, through the Board Corporate Governance and Nomination Committee, proposes the appointment and re-election of all directors to shareholders at the Old Mutual Limited AGM.

Non-Executive Directors’ fees consist of on an annual fee for Board membership, and annual fees for committee membership. Premia apply in respect of payments made to Chairs of committees. Provision is made in the fee arrangements for a per-meeting rate for ad-hoc meetings.

The fees for Non-Executive Directors are reviewed at least every two years (but typically on an annual basis to ensure that they remain appropriate for the responsibilities carried, and in accordance with the relevant corporate governance standards and requirements). Fees are subject to approval in advance by shareholders at the Old Mutual Limited AGM, exclusive of VAT. Changes to fees, where appropriate, become effective on 1 July following the AGM.

For South African resident Directors, Non-Executive Director fees are benchmarked to a financial services peer group comprising the largest banks and insurers in South Africa. International Non-Executive Director fees are benchmarked, as far as is practicable, from their local markets. The benchmarking applies in respect of our Board and committee fees, and the premia paid to Chairs of committees. Fees are set to at least the median of these peer groups.

Non-Executive Directors do not participate in any performance or Long-Term Incentive arrangements.

Non-Executive Directors are reimbursed for travel expenses associated with their official duties, where necessary, as well as other direct business-related expenses.

The proposed fees for Non-Executive Directors for 2019/2020 are set out in the Notice of AGM.

PART 3: IMPLEMENTATION REPORTTotal Guaranteed Pay adjustmentsOur Remuneration Committee approved the following TGP adjustments, effective 1 January 2019.

1 January 2018 1 January 2019 % Change

Executive DirectorsPeter Moyo 8,000,000 8,400,000 5%Casper Troskie 4,500,000 4,725,000 5%

Prescribed OfficersClarence Nethengwe* 3,600,000 4,200,000 17%Karabo Morule* 3,800,000 4,200,000 11%Iain Williamson 4,500,000 4,725,000 5%Dave Macready 5,159,700 –Clement Chinaka* 3,500,000 4,000,000 14%Garth Napier 4,324,998 4, 325,000 0%Jonas Mushosho $315,000 $326,128 4%

* These individuals received above market related increases, based on the results of benchmarking performed.

40% 20% 20% 10%

Net Client Cash Flows (NCCF)

Results From Operations (RFO)

Return on Net Asset Value (RoNAV)

Cost efficiency leadership

The total STI pool in respect of the 2018 financial year that was approved by the Old Mutual Limited Remuneration committee on 7 March 2019 is R905.3 million compared with R778 million in 2017. This equates to a payout percentage of 63.2%. The STI spend represents 9.1% of Old Mutual Limited results from operations, compared with 7.5% in 2017. The Group executive committee sharing of the total STI pool amounted to 6.9%.

2018 Short-Term Incentive – Targets and OutcomesThe 2018 STI payments were based on achievement of the following performance targets:

PART 2PART 1 PART 3


PART 3: IMPLEMENTATION REPORT (CONTINUED)

LTIP performance targets and outcomes: 2016 LTIP vesting in 2019The long-term incentive awards granted in March 2016, vested on 14 March 2019, in terms of the legacy Old Mutual plc PSP rules, at a 50.2% vesting percentage. This is applied to the numbers of shares awarded, reflecting the level of achievement against the selected performance measures during the applicable three year performance period. Below we set out detail relating to the targets and outcomes of the performance measures, resulting in the score of 50.2%.

Performance measure Target

Actual achievement Commentary

OMEM1 Financial 35% 9.5% The financial performance for OMEM considered performance versus plans of Return on Equity, Operational Profits and Net Client Cash Flow

OMSA1 Strategic 27% 12.9% The strategic target measured OMSA’s performance from a market share perspective as well as investment performance of OMIG’s flagship funds

Rest of Africa 18% 6.4% Measures for the Rest of Africa considered financial performance measures (RoE and Gross Premiums) and growth in number of customers

Group synergy 20% 21.4% Delivery of Group synergy benefits of R1,047 million across OMEM, Nedbank and OM Insure against a target of R1 billion

TOTAL 100% 50.2% A 50.2% achievement multiple was used to determine the vesting of the 2016 LTIP award

1 The 2016 LTIP scheme was measured against Old Mutual Emerging Markets (OMEM) / Old Mutual South Africa (OMSA) financial performance as the grant was issued prior to Managed Separation and listing of Old Mutual Limited.

The table below shows the vested value of all Old Mutual Limited Prescribed Officers 2016 LTIP awards. Only the Prescribed Officers depicted below received 2016 LTIP awards.

Prescribed Officers Vested (ZAR)

Iain Williamson 838,495Clement Chinaka 539,144David Macready 1,584,030Karabo Morule 531,023Clarence Nethengwe 166,451

Prescribed Officers Vested (USD)

Jonas Mushosho 34,128

Once-off share awards granted in 2018Broad-based share awardWe granted a once-off share award in September 2018 to all permanent employees of the Group (who were in permanent employment at the time of listing on the JSE and were still in service on the date of grant), in recognition of each employee’s contribution to the smooth transition to listing, and the anticipated future contribution they will make to the Group. Employees were granted shares to the value of R10 000 (or local currency equivalent). The awards, granted under the ESOP rules, will vest in full on the second anniversary of the date of award, subject to continued employment until then, with participants receiving dividends in the normal course as and when declared and paid by Old Mutual Limited.

Our Executive Directors and Prescribed Officers participated in the Broad-based share award grant in September 2018.

Old Mutual Emerging Markets Managed Separation Incentive Plan (OMEM MSIP)To align the senior management team with the completion of the Management Separation of the Old Mutual plc Group within a specified period, with the overall objective of unlocking value for shareholders, a once-off Long-Term Incentive plan (the OMEM MSIP) was implemented. The OMEM MSIP was linked to the delivery of specifically agreed performance targets for each participant. An assessment against those targets was conducted following the listing of Old Mutual Limited, with our Remuneration Committee approving the outcomes. 50% of the OMEM MSIP awards were delivered in cash, and 50% were deferred into forfeitable shares under the terms of the ESOP. The deferred shares will vest in full on the first anniversary of the date of award, subject to continued employment until then, with participants receiving dividends in the normal course as and when a dividend is declared and paid by Old Mutual Limited.

Long-term incentive plan weighting (%)

50%

25%

RoNAV: 2018 – 2020 Cost target: 2018 – 2019Total shareholder return: Admission – 2020

25%

Metrics for LTIP awards made in 2018

PART 2PART 1 PART 3



Performance outcomesWe have set out below the single figure remuneration outcomes and performance outcomes of the Executive Directors and Prescribed Officers. This summary includes, on an individual basis, commentary regarding each individual’s achievement against his/her personal KPIs and their remuneration mix.

Graphs presented below may not cast due to rounding.

PETER MOYOExecutive Director

Peter’s personal KPIs and achievements for the 2018 financial year included:

• Delivering the successful listing of Old Mutual Limited

• Determining the medium term strategy and targets of the Group

• Delivering the eight strategic priorities by improving the competitiveness of the Group and the segments as well as cost efficiency leadership

• Leading Responsible Business efforts and embedding throughout the organisation

Key outcomes in 2018 included delivery of good sales and NCCF in a tough economic environment, with five of the six medium term targets delivered including approximately R750 million of recurring costs of the R1 billion target saved in 2018.

2018 Remuneration outcomes:Remuneration mix: Actual Remuneration:

ZAR

Fixed remuneration 8,000,000

Cash STI 7,145,732

Deferred STI 4,763,821

LTI 12,829

Total Remuneration 19,922,383

MSIP 15,433,460

Other 209,745

Total Remuneration received 35,565,588

CASPER TROSKIEExecutive Director

40

35

1

%

Total fixed remunerationCash STI (FY2018)Deferred STILong Term IncentiveMSIP (includes 50% deferred award)Other

Without MSIP

22

20

43%

With MSIP

24

1

1

1 13

Casper’s personal KPIs and achievements for the 2018 financial year included:


• Delivering of the supplementary pre-listing statement and analyst presentation

• Establishing an External Reporting Finance function

• Transitioning Treasury activities from Residual plc

• Driving cost efficiency leadership • Delivering interim and year end financial results • Managing the wind down of Residual plc

Key outcomes in 2018 included substantially improved external disclosures. Simplification of the Group’s balance sheet, including the settlement of remaining international debt and progress made on capital management.


ZAR


Cash STI 3,894,472


LTI 3,213,122


Other 7,128,134


1735

16

%19

13

Total fixed remunerationCash STI (FY2018)Deferred STILong Term IncentiveOther

KARABO MORULEPrescribed Officer

Karabo’s personal KPIs and achievements for the 2018 financial year included:


• Achieving financial targets for the business • Future fit the business and ensure advisers are ready for retail distribution review (RDR)

• Focusing on customer experience and maximising business effectiveness

• Collaborating with the other businesses to help with the successful achievement of their targets

• Driving cost efficiency leadership

Key outcomes in 2018 included distribution channels contributed a total of R69.2 billion in gross flows, R37.2 billion to Wealth and Investments. A number of initiatives launched to meet customer needs and enhance product offering, including the launch of Old Mutual Rewards.


ZAR


Cash STI 2,650,548


LTI 567,955


MSIP 6,854,694


43

30

%

Total fixed remunerationCash STI (FY2018)Deferred STILong Term IncentiveMSIP (includes 50% deferred award)

Without MSIP

24

17

44 %

With MSIP

6

4

20

11

CLARENCE NETHENGWEPrescribed Officer

Clarence’s personal KPIs and achievements for the 2018 financial year included:


• Defending and growing the life insurance market share

• Growing the lending and transactional account book

• Enhancing the distribution capability through growing tied adviser channel and branch network

• Delivering of financial targets in line with guidance

• Driving cost efficiency leadership • Defending our market share in a tough environment by growing new business volumes by 12% and gross sales by 14%

Key outcomes in 2018 included opened 25 branches, increasing the branch footprint to 348 branches. Growth in loan book, with low credit losses.


ZAR


Cash STI 4,205,793


LTI 186,825


MSIP 3,487,994


33

39

%


Without MSIP

25

29

24

%

With MSIP

2

1

26

20

Performance outcomes (continued)

PART 2PART 1 PART 3



DAVID MACREADYPrescribed Officer

David’s personal KPIs and achievements for the 2018 financial year included:


• Building the investment case for the newly established Wealth and Investments business and capitalising the capability to expand into the continent

• Growing the market share of the business, profit and assets under management

• Driving business delivery to deep succession pipeline


Key outcomes in 2018 included appointment of Khaya Gobodo as Managing Director of Wealth and Investments effective 1 January 2019, ensuring a seamless leadership transition for the Wealth and Investments Cluster. Improved investment performance across diversified asset base.


ZAR


Cash STI 8,327,898

Deferred STI –

LTI 1,668,755


MSIP 14,382,614


34

55

%


Without MSIP

17

28

49%

With MSIP

11

6

IAIN WILLIAMSONPrescribed Officer

Iain’s personal KPIs and achievements for the 2018 financial year included:


• Achieving business results • Progress in the delivery of SAT • Delivering financial efficiencies and enhance customer experience through exploitation of robotics process automation

• Key focus on IT, digital and data transformation in order to reduce cost and improve agility

• Transferring of Residual Plc operations and manage wind down of the business


Key outcomes in 2018 included protection solutions for Mass and Foundation Cluster and Personal Finance segments expected to be activated during 2019. Introduction of robotics processes and system automations which have improved customer service turnaround time.


ZAR


Cash STI 3,041,260


LTI 889,379


MSIP 11,022,156


43

29

19

%


Without MSIP

21

1451%

With MSIP

9

49

Performance outcomes (continued) Performance outcomes (continued)

GARTH NAPIERPrescribed Officer

Garth’s personal KPIs and achievements for the 2018 financial year included:

• Settling into the Old Mutual Insure business • Alignment and creation of linkages between Old Mutual Limited and Old Mutual Insure

• Focusing on understanding key processes including claims and procurement optimisation

• Driving the quality of the book and focusing on the brokers


Key outcomes in 2018 included substantial completion of remediation and claims management processes.


ZAR

Fixed remuneration 720,833

Cash STI 648,750

Deferred STI 432,500

LTI –


Other 4,990,000


11

6

73

%

10

Total fixed remunerationCash STI (FY2018)Deferred STIOther

CLEMENT CHINAKAPrescribed Officer

Clement’s personal KPIs and achievements for the 2018 financial year included:


• Achieving financial targets in a difficult economic environment

• Growing the customer and asset base of the business

• Improving the customer experience • Driving cost efficiency leadership

Key outcomes in 2018 included launch of self-service portal for retirement members. Good traction on management actions to improve Group Risk Underwriting experience.


ZAR


Cash STI 4,045,978


LTI 576,445


MSIP 3,623,730


32

37

%


Without MSIP

24

28

25

%

With MSIP

5

4

25

19

PART 2PART 1 PART 3



JONAS MUSHOSHOPrescribed Officer

Jonas’s personal KPIs and achievements for the 2018 financial year included:


• Appointment of a Managing Director for West Africa

• Completion of the staff reorganisation in East Africa and alignment of East Africa management structure to the CEO

• Turnaround of the East African business • Managing the Zimbabwe business during a period of economic instability


Positive results from operations delivered by East Africa for the first time since acquisition. Southern Africa continues to generate strong profit growth.


USD

Fixed remuneration 315,000

Cash STI 359,600

Deferred STI –

LTI 37,399

Total Remuneration 711,999

MSIP 734,110


44

51

%


Without MSIP

22

25

51 %

With MSIP

5

3

Performance outcomes (continued)

INGRID JOHNSONExecutive Director

For part of the year, Ingrid was an executive director of Old Mutual Limited in addition to her role as Group Finance Director of Old Mutual plc. In relation to her executive role for Old Mutual Limited, her personal KPIs and achievements for the 2018 financial year included:

• Finalising Day 1 balance sheet outcomes in preparation for listing (in order to support the regulatory approval process and shareholder investment case KPIs);

• Delivering the listing documentation (including the pre-listing statement) and related reporting obligations/sign-offs;

• Overseeing efficient production and integrity of all financial information and reporting to fulfil internal, statutory, listing, investor messaging and regulatory solvency requirements;

• Ensuring business readiness of the finance function for listing;

• The seamless transition of Old Mutual Limited related accountabilities to Casper Troskie.


GBP

Fixed remuneration1 495,508

Cash STI1 679,892

Deferred STI –

LTI1 2,664,981


13

%18

69

Total fixed remunerationCash STI H1 2018Long Term Incentive

1 The values shown are in respect of Ingrid’s role as Group Finance Director of Old Mutual plc. Ingrid did not receive any additional remuneration from Old Mutual Limited as an executive of Old Mutual Limited, nor any fees for her role as a non-executive director. Earnings in relation to Ingrid’s employment with Old Mutual plc for the period 1 July to 31 December 2018 are not included, other than in relation to the vesting and exercise of LTI awards.

Single figure remunerationRemuneration for the year ending 31 December 2018 (on a single figure basis in ZAR)

Executive directors P Moyo7 C Troskie8

(paid in ZAR) 2018 2017 2018 2017

TGP 8,000,000 4,375,000 3,443,182 –STI1 7,145,732 3,391,323 3,894,472 –MSIP2 15,433,460 – – –LTI reflected3 4,776,650 21,010,910 5,809,437 –Qualifying dividends4 1,256,308 284,147 350,336 –Nedbank and Quilter Distributions5 13,749,376 – – –Other6 209,745 5,015,500 7,128,134 –

Total single figure of Remuneration 50,571,272 34,076,880 20,625,561 –

Prescribed officers C Nethengwe K Morule I Williamson

(paid in ZAR) 2018 2017 2018 2017 2018 2017

TGP 3,600,000 2,313,478 3,800,000 2,735,333 4,500,000 4,070,000STI1 4,205,793 2,217,258 2,650,548 2,330,277 3,041,260 2,887,039MSIP2 3,487,994 – 6,854,694 – 11,022,156 –LTI reflected3 2,990,687 1,821,553 2,334,987 1,894,696 2,916,886 2,985,606Qualifying dividends4 176,483 45,523 309,625 116,848 522,365 249,796Nedbank and Quilter Distributions5 2,146,619 – 3,472,135 – 5,439,814 –Other6 – – – – – 500,000

Total single figure of Remuneration 16,607,575 6,397,812 19,421,989 7,077,154 27,442,481 10,692,442

Prescribed officers D Macready C Chinaka G Napier9

(paid in ZAR) 2018 2017 2018 2017 2018 2017

TGP 5,159,700 4,914,000 3,500,000 2,778,858 720,833 –STI1 8,327,898 6,740,717 4,045,978 2,422,584 648,750 –MSIP2 14,382,614 – 3,623,730 – – –LTI reflected3 1,668,755 3,063,649 3,273,763 2,526,731 432,500 –Qualifying dividends4 791,653 421,619 316,843 140,693 – –Nedbank and Quilter Distributions5 8,937,512 – 3,385,474 – – –Other6 – – – – 4,990,000 –

Total single figure of Remuneration 39,268,132 15,139,984 18,145,788 7,868,866 6,792,083 –

PART 2PART 1 PART 3



Executive directors J Mushosho

(paid in USD) 2018 2017

TGP 315,000 300,096STI1 359,600 264,338MSIP2 734,110 –LTI reflected3 37,399 61,292Qualifying dividends4 39,871 9,664Nedbank and Quilter Distributions5 250,771 –

Total single figure of Remuneration 1,736,751 635,389

Executive directors I Johnson10

(paid in GBP) 2018 2017

TGP 495,508 974,522STI1 679,892 484,500LTI reflected3 2,664,981 1,383,657Qualifying dividends4 233,079 –Quilter Distributions11 307,075 –

Total single figure of Remuneration 4,380,535 2,842,679

1 Includes the performance bonus linked to performance in the 2018 and 2017 financial years. For I Johnson, the bonus in 2017 relates to the cash portion only, and the bonus in 2018 relates to the bonus paid for performance in the period 1 January 2018 to 30 June 2018 only.

2 Includes the 2018 MSIP retention awards. 50% of the 2018 MSIP retention awards were settled in cash during the year and the remaining 50% will be settled in shares in the 2019 financial year. The full MSIP retention award (cash and equity portion) is reflected in the MSIP column. There was no cash portion for the special MSIP award granted in December 2018 and 100% of the award will be settled in shares in the 2019 financial year.

3 For 2017, the LTI reflected includes the 2015 LTIP awards granted on 17/04/2015 and 09/09/2015 (with a performance period ending on 31 December 2017) at the 20 day year end VWAP of R37.13 and the actual vesting of 68.72%, 2017 Buy-out awards granted on 06/09/2017 at the award date price of R34.50, the 2018 DSTI awards (which relates to the performance bonus earned in the 2017 financial year and deferred into forfeitable share awards) granted on 19/04/2018 at the award date price of R41.34. For I Johnson, the LTI reflected includes the 2018 DSTI award (which relates to the deferred element of the performance bonus earned in the 2017 financial year) granted in the form of forfeitable shares on 17/04/2018 at an award price of £2.18, and the 2015 Nil cost share options - LTI awards granted on 17/04/2015 (with a performance period ending on 31 December 2017) at the 20 day year end VWAP of £2.10 and estimated vesting of 66.92%.For 2018, the LTI reflected includes the 2016 LTIP awards (with a performance period ending on 31 December 2018) granted on 14/03/2016 at the 20 day year end VWAP of R22.34 ($1.58) with an actual vesting of 50.20%, the 2018 BBESP and 2018 Buy-out awards granted on 18/09/2018 and 14/12/2018 at the award date price of R29.80 ($2.00) and R22.00 ($1.55) respectively. For I Johnson, LTI reflected includes the strategic and financial elements of the Old Mutual plc Managed Separation Incentive Plan. The performance period for the strategic element (40% of the overall award) and financial element (25% of the overall award) of the MSIP Nil cost share options ended during the 2018 financial year at an actual overall vesting level of 86.9% (56.5% out of a maximum of 65%). 50% of the nil cost share options that vested were settled in the 2018 financial year and are included at the actual gain received based on the market value of the underlying shares on the date of exercise. The remaining 50% that are restricted from exercise for a period of 12 months will be settled in 2019 and are included at the 20 day year end VWAP of £1.24 (Quilter shares: £1.16). The Sharesave option vested in the 2018 financial year as a result of the Managed Separation and the notional gain on the date of exercise is included.

4 Dividends and dividend equivalents received/receivable during the financial year are included up to and including the date the LTI is reflected in the single figure.5 On 26 September 2018, Old Mutual announced the unbundling of its majority shareholding in Nedbank to its shareholders, marking a total distribution to Old

Mutual shareholders worth approximately R38.8 billion and the completion of Old Mutual Group’s Managed Separation (the demerger and listing of Quilter plc, the listing of Old Mutual Limited and the unbundling of it majority stake in Nedbank). “Distributions” includes the once-off Quilter and Nedbank distributions (vested immediately) as a result of the Managed Separation to compensate participants for the effect of the unbundling on the value of outstanding awards.

6 For 2017, “Other” includes a R4.92 million sign-on bonus and group life cover of R95,500 for P Moyo. I Williamson received a R500,000 CEO acting allowance for 5 months during the financial year. For 2018, “Other” includes group life cover of R209,745 for P Moyo and a sign-on bonus of R4.99 million for G Napier. C Troskie received a sign-on bonus to the amount of R4.7 million in respect of unvested share awards which will vest in three tranches (tranche one R1.9 million, tranche two R1.6 million and tranche three R1.2 million) with no prospective performance conditions as well as a buy-out award to the amount of R2.43 million with no prospective performance conditions.

7 P Moyo was employed by the Company from 1 June 2017.8 C Troskie was employed by the Company from 27 March 2018.9 G Napier was employed by the Company from 1 November 2018.10 I Johnson was an executive director from 1 January 2018 to 30 June 2018 and as set out in the pre-listing statement, a non-executive director from 1 July to

30 November 2018. The values represented in the table above are in respect of her role as the Group Finance Director of Old Mutual plc. She did not receive any additional remuneration from Old Mutual Limited as an executive from 1 January 2018 to 30 June 2018, nor any fees for her role as a non-executive director from 1 July 2018 to 30 November 2018. Earnings in relation to I Johnson’s employment with Old Mutual plc for the period 1 July 2018 to 31 December 2018 are not included in the table above, other than in relation to the vesting and exercise of LTI awards.

11 Includes the Quilter share distributions received in terms of the DSTI awards as a result of the Managed Separation. These distributions were included at the closing Quilter plc share price on 26 June 2018 of £1.528.

Outstanding share-based incentive awardsDetails of awards made under share-based incentive schemes in the current and prior years that have not yet vested and the cash received for awards settled during the financial year.

Schedule of unvested awards and cash flow on settlement

NamesAward

dateVesting

date

Openingbalance on1 Jan 2017(number)

Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)

Closingbalance on31 Dec 2017

(number)

Value ofreceipts

2017(ZAR) 1

Estimatedclosing fair

value on 31 Dec 2017

(ZAR) 2, 3, 4

Executive directorsP Moyo2017 LTIP 2017/09/06 2020/09/06 – 543,479 – – 543,479 284,147 12,107,6252018 LTIP 2018/04/19 2021/04/19 – – – – – – –2018 DSTI 2018/04/19 2021/04/19 – – – – – – –2018 BBESP 2018/09/18 2020/09/18 – – – – – – –2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –2017 Buy-out award Tranche 1 2017/09/06 2020/09/06 – 181,160 – – 181,160 94,716 6,726,4712017 Buy-out award Tranche 2 2017/09/06 2021/09/06 – 181,160 – – 181,160 94,716 6,726,4712017 Buy-out award Tranche 3 2017/09/06 2022/09/06 – 181,159 – – 181,159 94,716 6,726,4342018 MSIP 2018/09/18 2019/09/18 – – – – – – –2018 Special MSIP 5 2018/12/14 2019/09/18 – – – – – – –

TOTAL 568,294 32,287,000

NamesAward

dateVesting

date

Granted during

2018 (number)

Forfeited during

2018 (number)

Settled during

2018 (number)

Closing balance on 31 Dec 2018

(number)

Value of receipts

2018 (ZAR) 1

Estimated closing

fair value on 31 Dec 2018

(ZAR) 2, 3, 4

Executive directorsP Moyo2017 LTIP 2017/09/06 2020/09/06 – – – 543,479 9,882,188 7,284,793

2018 LTIP 2018/04/19 2021/04/19 290,276 – – 290,276 5,123,495 3,890,860

2018 DSTI 2018/04/19 2021/04/19 54,690 – – 54,690 965,225 1,221,775

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2017 Buy-out award Tranche 1 2017/09/06 2020/09/06 – – – 181,160 3,294,063 4,047,114



2018 MSIP 2018/09/18 2019/09/18 227,140 – – 227,140 263,482 5,074,308

2018 Special MSIP 5 2018/12/14 2019/09/18 86,180 – – 86,180 – 1,925,261

TOTAL 26,116,968 31,548,682

PART 2PART 1 PART 3



NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

Executive directors

C Troskie

2018 Sign-on bonus Tranche 1 6 2018/03/27 2018/04/27 – – – – – – –



2018 LTIP Tranche 1 2018/09/18 2021/09/18 – – – – – – –

2018 LTIP Tranche 2 2018/09/18 2022/09/18 – – – – – – –

2018 LTIP Tranche 3 2018/09/18 2023/09/18 – – – – – – –

2018 Special LTIP Tranche 1 5 2018/12/14 2021/09/18 – – – – – – –



2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2018 Buy-out award 2018/09/18 2021/09/18 – – – – – – –

2018 Special Buy-out award 5 2018/12/14 2021/09/18 – – – – – – –

TOTAL – –

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

Executive directors

C Troskie

2018 Sign-on bonus Tranche 1 6 2018/03/27 2018/04/27 1,900,000 – (1,900 000) – – –

2018 Sign-on bonus Tranche 2 6 2018/03/27 2019/03/27 1,600,000 – – 1,600,000 – 1,600,000

2018 Sign-on bonus Tranche 3 6 2018/03/27 2020/03/27 1,200,000 – – 1,200,000 – 1,200,000

2018 LTIP Tranche 1 2018/09/18 2021/09/18 100,671 – – 100,671 116,779 1,349,394

2018 LTIP Tranche 2 2018/09/18 2022/09/18 100,671 – – 100,671 116,779 1,349,394

2018 LTIP Tranche 3 2018/09/18 2023/09/18 100,672 – – 100,672 116,779 1,349,407

2018 Special LTIP Tranche 1 5 2018/12/14 2021/09/18 38,196 – – 38,196 – 511,979



2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2018 Buy-out award 2018/09/18 2021/09/18 83,893 – – 83,893 97,316 1,874,170

2018 Special Buy-out award 5 2018/12/14 2021/09/18 31,831 – – 31,831 – 711,105

TOTAL 448,042 10,979,787

NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

Prescribed officers

C Nethengwe

2015 LTIP 2015/04/17 2018/04/17 13,457 – – – 13,457 12,801 343,359

2016 LTIP 2016/03/14 2019/03/14 15,515 – – – 15,515 14,759 289,188

2017 LTIP 2017/03/29 2020/03/29 – 18,884 – – 18,884 17,963 420,698

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2014 DSTI 2014/04/08 2017/04/08 8,161 – – (8,161) – 270,361 –

2015 DSTI 2015/04/17 2018/04/17 4,038 – – – 4,038 3,841 149,931

2016 DSTI 2016/03/14 2019/03/14 20,329 – – – 20,329 19,338 754,816

2017 DSTI 2017/03/29 2020/03/29 – 15,715 – – 15,715 14,949 583,498

2018 DSTI 2018/04/19 2021/04/19 – – – – – – –

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2015 DSA Tranche 1 2015/09/09 2018/09/09 23,274 – – – 23,274 22,140 864,176

2015 DSA Tranche 2 2015/09/09 2019/09/09 23,274 – – – 23,274 22,140 864,176

2015 DSA Tranche 3 2015/09/09 2020/09/09 23,274 – – – 23,274 22,140 864,176

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 5 2018/12/14 2019/09/18 – – – – – – –

TOTAL 420,431 5,134,017

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

Prescribed officers

C Nethengwe

2015 LTIP 2015/04/17 2018/04/17 – (4,210) (9,247) – 383,050 –

2016 LTIP 2016/03/14 2019/03/14 – – – 15,515 282,023 173,996

2017 LTIP 2017/03/29 2020/03/29 – – – 18,884 343,232 253,121

2018 LTIP 2018/04/19 2021/04/19 95,792 – – 95,792 1,690,687 1,283,996

2014 DSTI 2014/04/08 2017/04/08 – – – – – –

2015 DSTI 2015/04/17 2018/04/17 – – (4,038) – 166,293 –

2016 DSTI 2016/03/14 2019/03/14 – – – 20,329 369,416 454,150

2017 DSTI 2017/03/29 2020/03/29 – – – 15,715 285,564 351,073

2018 DSTI 2018/04/19 2021/04/19 35,757 – – 35,757 631,053 798,811

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2015 DSA Tranche 1 2015/09/09 2018/09/09 – – (23,274) – 1,033,950 –

2015 DSA Tranche 2 2015/09/09 2019/09/09 – – – 23,274 353,186 519,949

2015 DSA Tranche 3 2015/09/09 2020/09/09 – – – 23,274 353,186 519,949

2018 MSIP 2018/09/18 2019/09/18 51,334 – – 51,334 59,547 1,146,802

2018 Special MSIP 5 2018/12/14 2019/09/18 19,477 – – 19,477 – 435,116

TOTAL 5,951,577 5,947,328

PART 2PART 1 PART 3



NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

Prescribed officers

K Morule

2015 LTIP 2015/04/17 2018/04/17 13,370 – – – 13,370 12,718 341,139

2016 LTIP 2016/03/14 2019/03/14 49,500 – – – 49,500 47,087 922,643

2017 LTIP 2017/03/29 2020/03/29 – 59,966 – – 59,966 57,043 1,335,923

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2014 DSTI 2014/04/08 2017/04/08 24,652 – – (24,652) – 816,682 –

2015 DSTI 2015/04/17 2018/04/17 18,306 – – – 18,306 17,414 679,702

2016 DSTI 2016/03/14 2019/03/14 26,739 – – – 26,739 25,435 992,819

2017 DSTI 2017/03/29 2020/03/29 – 21,817 – – 21,817 20,753 810,065

2018 DSTI 2018/04/19 2021/04/19 – – – – – – –

2012 SBMP – Tranche 2 7 2012/04/10 2017/04/10 27,264 – – (27,264) – 914,894 –

2012 SBMP – Tranche 3 7 2012/04/10 2018/04/10 27,264 – – – 27,264 14,254 1,012,312

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2016 Discretionary award 2016/03/14 2019/03/14 25,000 – – – 25,000 23,781 928,250

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 5 2018/12/14 2019/09/18 – – – – – – –

TOTAL 1,950,061 7,022,853

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

Prescribed officers

K Morule

2015 LTIP 2015/04/17 2018/04/17 – (4,182) (9,188) – 380,606 –

2016 LTIP 2016/03/14 2019/03/14 – – – 49,500 899,874 555,127

2017 LTIP 2017/03/29 2020/03/29 – – – 59,966 1,090,129 803,784

2018 LTIP 2018/04/19 2021/04/19 101,113 – – 101,113 1,784,643 1,355,319

2014 DSTI 2014/04/08 2017/04/08 – – – –

2015 DSTI 2015/04/17 2018/04/17 – – (18,306) – 753,878 –

2016 DSTI 2016/03/14 2019/03/14 – – – 26,739 486,010 597,349

2017 DSTI 2017/03/29 2020/03/29 – – – 21,817 396,524 487,392

2018 DSTI 2018/04/19 2021/04/19 37,580 – – 37,580 663,079 839,537

2012 SBMP – Tranche 2 7 2012/04/10 2017/04/10 – – – – – –

2012 SBMP – Tranche 3 7 2012/04/10 2018/04/10 – – (27,264) – 1,121,151 –

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2016 Discretionary award 2016/03/14 2019/03/14 – – – 25,000 454,345 558,500

2018 MSIP 2018/09/18 2019/09/18 100,883 – – 100,883 117,024 2,253,726

2018 Special MSIP 5 2018/12/14 2019/09/18 38,277 – – 38,277 – 855,108

TOTAL 8,147,654 8,316,208

NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

I Williamson

2015 LTIP 2015/04/17 2018/04/17 41,579 – – – 41,579 39,552 1,060,899

2016 LTIP 2016/03/14 2019/03/14 78,161 – – – 78,161 74,351 1,456,863

2017 LTIP 2017/03/29 2020/03/29 – 142,858 – – 142,858 135,894 3,182,591

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2014 DSTI 2014/04/08 2017/04/08 56,627 – – (56,627) – 1,875,963 –

2015 DSTI 2015/04/17 2018/04/17 34,644 – – – 34,644 32,955 1,286,332

2016 DSTI 2016/03/14 2019/03/14 70,103 – – – 70,103 66,685 2,602,924

2017 DSTI 2017/03/29 2020/03/29 – 53,884 – – 53,884 51,257 2,000,713

2018 DSTI 2018/04/19 2021/04/19 – – – – – – –

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 5 2018/12/14 2019/09/18 – – – – – – –

TOTAL 2,276,657 11,590,321

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

I Williamson

2015 LTIP 2015/04/17 2018/04/17 – (13,007) (28,572) – 1,183,573 –

2016 LTIP 2016/03/14 2019/03/14 – – – 78,161 1,421,127 876,551

2017 LTIP 2017/03/29 2020/03/29 – – – 142,858 2,597,565 1,914,869

2018 LTIP 2018/04/19 2021/04/19 108,854 – – 108,854 1,921,366 1,459,079

2014 DSTI 2014/04/08 2017/04/08

2015 DSTI 2015/04/17 2018/04/17 – – (34,644) – 1,426,711 –

2016 DSTI 2016/03/14 2019/03/14 – – – 70,103 1,274,557 1,566,101

2017 DSTI 2017/03/29 2020/03/29 – – – 53,884 979,630 1,203,769

2018 DSTI 2018/04/19 2021/04/19 46,558 – – 46,558 821,720 1,040,106

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2018 MSIP 2018/09/18 2019/09/18 162,217 – – 162,217 188,172 3,623,928

2018 Special MSIP 5 2018/12/14 2019/09/18 61,548 – – 61,548 – 1,374,982

TOTAL 11,814,809 13,069,749

PART 2PART 1 PART 3



NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

D Macready

2015 LTIP 2015/09/09 2018/09/09 120,069 – – – 120,069 114,216 3,063,649

2016 LTIP 2016/03/14 2019/03/14 147,657 – – – 147,657 140,459 2,752,217

2017 LTIP 2017/03/29 2020/03/29 – 175,500 – – 175,500 166,944 3,909,789

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2016 DSTI 2016/03/14 2019/03/14 109,051 – – – 109,051 103,735 4,049,064

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2015 Buy-out award 2015/09/09 2018/09/09 139,212 – – – 139,212 132,425 5,168,942

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 5 2018/12/14 2019/09/18 – – – – – – –

TOTAL 657,779 18,943,660

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

D Macready

2015 LTIP 2015/09/09 2018/09/09 – (37,563) (82,506) – 3,512,977 –

2016 LTIP 2016/03/14 2019/03/14 – – – 147,657 2,684,803 1,655,926

2017 LTIP 2017/03/29 2020/03/29 – – – 175,500 3,191,020 2,352,402

2018 LTIP 2018/04/19 2021/04/19 156,015 – – 156,015 2,753,666 2,091,225

2016 DSTI 2016/03/14 2019/03/14 – – – 109,051 1,982,791 2,436,199

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2015 Buy-out award 2015/09/09 2018/09/09 – – (139,212) – 5,346,953 –

2018 MSIP 2018/09/18 2019/09/18 211,674 – – 211,674 245,542 4,728,797

2018 Special MSIP 5 2018/12/14 2019/09/18 80,312 – – 80,312 – 1,794,170

TOTAL 19,718,141 15,069,085

NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(ZAR) 1



(ZAR) 2, 3, 4

C Chinaka

2015 LTIP 2015/04/17 2018/04/17 35,730 – – – 35,730 33,988 911,660

2016 LTIP 2016/03/14 2019/03/14 50,257 – – – 50,257 47,807 936,753

2017 LTIP 2017/03/29 2020/03/29 – 61,916 – – 61,916 58,898 1,379,365

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2014 DSTI 2014/04/08 2017/04/08 34,954 – – (34,954) – 1,157,971 –

2015 DSTI 2015/04/17 2018/04/17 30,316 – – – 30,316 28,838 1,125,633

2016 DSTI 2016/03/14 2019/03/14 34,644 – – – 34,644 32,955 1,286,332

2017 DSTI 2017/03/29 2020/03/29 – 28,395 – – 28,395 27,011 1,054,306

2018 DSTI 2018/04/19 2021/04/19 – – – – – – –

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 5 2018/12/14 2020/09/18 – – – – – – –

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 5 2018/12/14 2020/09/18 – – – – – – –

1,387,467 6,694,049

NamesAward

dateVesting

date

Grantedduring

2018(number)

Forfeitedduring

2018(number)

Settledduring

2018(number)


(number)

Value of receipts

2018(ZAR) 1

Estimatedclosing


(ZAR) 2, 3, 4

C Chinaka

2015 LTIP 2015/04/17 2018/04/17 – (11,177) (24,553) – 1,017,089 –

2016 LTIP 2016/03/14 2019/03/14 – – – 50,257 913,799 563,616

2017 LTIP 2017/03/29 2020/03/29 – – – 61,916 1,125,677 829,922

2018 LTIP 2018/04/19 2021/04/19 93,131 – – 93,131 1,643,831 1,248,328

2014 DSTI 2014/04/08 2017/04/08

2015 DSTI 2015/04/17 2018/04/17 – – (30,316) – 1,248,475 –

2016 DSTI 2016/03/14 2019/03/14 – – – 34,644 629,777 773,947

2017 DSTI 2017/03/29 2020/03/29 – – – 28,395 516,076 634,344

2018 DSTI 2018/04/19 2021/04/19 39,068 – – 39,068 689,395 872,779

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 390 7,506

2018 Special BBESP 5 2018/12/14 2020/09/18 128 – – 128 – 2,860

2018 MSIP 2018/09/18 2019/09/18 53,332 – – 53,332 61,865 1,191,437

2018 Special MSIP 5 2018/12/14 2020/09/18 20,235 – – 20,235 – 452,050

7,846,374 6,576,789

1 Includes dividends paid during the 2017 and 2018 financial year respectively, the proceeds from the settlement of the awards by the Company at the settlement price as well as the Nedbank and Quilter distributions that were made as a result of the Managed Separation.

2 The 2015 and 2016 LTIP awards are included at the 20 day year end VWAP of R22.34 (2017: R37.13) in 2017 and 2018 respectively multiplied by the actual vesting of 50.20% (2017: 68.72%).

3 All other LTIP awards are included at the 20 day year end VWAP of R22.34 (2017: R37.13) multiplied by the estimated vesting of 60% (2017: 60%).4 The DSTI awards, BBESP awards, Buy-out awards, SBMP awards and MSIP awards are included at the 20 day year end VWAP of R22.34 (2017: R37.13) multiplied

by an estimated vesting of 100% (2017: 100%).5 In accordance with the Old Mutual Limited share scheme rules, participants were not eligible to receive the special distribution of Nedbank shares which

occurred in October 2018. It was however approved by the Old Mutual Limited Remuneration Committee that the Nedbank shares be sold at market value and the proceeds received be used to purchase Old Mutual Limited shares on the market in order to make this special award.

6 C Troskie received a reimbursive sign-on bonus on date of appointment which vests in three tranches in April 2018, March 2019 and March 2020 respectively. For purposes of disclosure, R1 equals one unit therefore tranche one consists of 1,900,000 units @ 1 unit per R, tranche two is 1,600,000 units @ 1 unit per R and tranche three is 1,200,000 units at @ 1 unit per R.

7 The Senior black management plan (“SBMP”) was discontinued in 2015.

PART 2PART 1 PART 3



NamesAward

dateVesting

date


Grantedduring

2017(number)

Forfeitedduring

2017(number)

Settledduring

2017(number)


(number)

Value ofreceipts

2017(USD) 8


value on 31 Dec 2017(USD) 8, 10, 11

J Mushosho

2015 LTIP 2015/04/17 2018/04/17 31,741 – – – 31,741 2,723 61,292

2016 LTIP 2016/03/14 2019/03/14 46,054 – – – 46,054 3,951 64,965

2017 LTIP 2017/09/06 2020/09/06 – 67,322 – – 67,322 2,989 113,505

2018 LTIP 2018/04/19 2021/04/19 – – – – – – –

2014 DSTI 2014/04/08 2017/04/08 148,824 – – (148,824) – 216,723 –

2015 DSTI 2015/04/17 2018/04/17 119,072 – – – 119,072 6,696 334,592

2016 DSTI (MIP) 2016/04/01 2019/04/01 189,238 – – – 189,238 10,642 531,759

2018 BBESP 2018/09/18 2020/09/18 – – – – – – –

2018 Special BBESP 12 2018/12/14 2020/09/18 – – – – – – –

2018 MSIP 2018/09/18 2019/09/18 – – – – – – –

2018 Special MSIP 12 2018/12/14 2019/09/18 – – – – – – –

243,725 1,106,112

NamesAward

dateVesting

date

Granted during

2018 (number)

Forfeited during

2018 (number)

Settled during

2018 (number)


(number)

Value of receipts

2018 (USD) 8

Estimated closing fair


(USD) 8, 10, 11

J Mushosho

2015 LTIP 2015/04/17 2018/04/17 – (9,929) (21,812) – 77,908 –

2016 LTIP 2016/03/14 2019/03/14 – – – 46,054 57,888 36,528

2017 LTIP 2017/09/06 2020/09/06 – – – 67,322 84,620 63,821

2018 LTIP 2018/04/19 2021/04/19 100,456 – – 100,456 145,462 95,232

2014 DSTI 2014/04/08 2017/04/08 – – – – – –

2015 DSTI 2015/04/17 2018/04/17 – – (119,072) – 138,308 –

2016 DSTI (MIP) 2016/04/01 2019/04/01 – – – 189,238 20,569 298,996

2018 BBESP 2018/09/18 2020/09/18 336 – – 336 15 531

2018 Special BBESP 12 2018/12/14 2020/09/18 128 – – 128 – 202

2018 MSIP 2018/09/18 2019/09/18 159,908 – – 159,908 7,360 252,655

2018 Special MSIP 12 2018/12/14 2019/09/18 60,672 – – 60,672 – 95,862

532,130 843,827

8 Includes dividends paid during the 2017 and 2018 financial year respectively, the proceeds from the settlement of the awards by the Company at the settlement price as well as the Nedbank and Quilter distributions that were made as a result of the Managed Separation.

9 The 2015 and 2016 LTIP awards are included at the 20 day year end VWAP of $1.58 (2017: $2.82) in 2017 and 2018 respectively multiplied by the actual vesting of 50.20% (2017: 68.72%).

10 All other LTIP awards are included at the 20 day year end VWAP of $1.58 (2017: $2.82) multiplied by the estimated vesting of 60% (2017: 60%).11 The DSTI, BBESP and MSIPs are included at the 20 day year end VWAP of $1.58 (2017: $2.82).12 In accordance with the Old Mutual Limited share scheme rules participants were not eligible to receive the special distribution of Nedbank shares which

occurred in October 2018. It was however approved by the Old Mutual Limited Remuneration Committee that the Nedbank shares be sold at market value and the proceeds received be used to purchase Old Mutual Limited shares on the market in order to make this special award.

Opening balance on 1 Jan 2017 (number)

Granted during 2017

(number)

Forfeited/lapsed

during 2017(number)

Settledduring 2017

(number)


(number)

Value of receipts 2017

(GBP) 14



(GBP) 15, 16

Dividends accrued(GBP) 17

I Johnson2015 DSTI 126,204 – – – 126,204 8,733 265,028 –2016 DSTI 215,419 – – – 215,419 14,907 452,380 –2017 DSTI – 187,354 – – 187,354 12,965 393,443 –2018 DSTI – – – – – – – –2014 Nil cost share options 393,494 – (201,075) – 192,419 – 404,080 –2014 Nil cost share options – LTI(Awarded as Old Mutual plc shares and settledin Old Mutual Limited shares) 393,495 – (201,076) – 192,419 – 404,080 –2014 Nil cost share options – LTI (Quilter plc shares) 17 – – – – – – – –

2015 Nil cost share options – LTI(Old Mutual plc shares) 319,912 – – – 319,912 – 449,579 –2015 Nil cost share options – LTI(Awarded as Old Mutual plc shares and settledin Old Mutual Limited shares) 319,912 – – – 319,912 – 449,579 –2015 Nil cost share options – LTI (Quilter plc shares) 17 – – – – – – –

2016 Nil cost share options – MSIP(Financial and Strategic)(Awarded as Old Mutual plc shares and settledin Old Mutual Limited shares) 1,748,009 – – – 1,748,009 – 3,190,790 240,6762016 Nil cost share options – MSIP(Financial and Strategic) (Quilter plc shares) 17 – – – – – – – –

2016 Nil cost share options – MSIP (TSR)(Awarded as Old Mutual plc shares and to be settled in Old Mutual Limited shares) 941,234 – – – 941,234 – 274,746 20,7242016 Nil cost share options – MSIP (TSR)(Quilter plc shares) 17 – – – – – – – –

2015 Sharesave option 16,068 – – – 16,068 – 2,309 –

36,605 6,286,014 261,400

PART 2PART 1 PART 3



Names Award dateVesting date 13

Granted during 2018

(number)

Adjusted for effect of

Nedbank and Quilter distribution

(number) 18

Forfeited/lapsed during

2018 (number)

Settled during 2018

(number)


(number)

Value of receipts

2018(GBP) 14


value on31 Dec 2018(GBP) 15, 16, 18, 19

Dividends accrued

(GBP) 17

I Johnson2015 DSTI 2015/04/17 2018/04/17 – – – (126,204) – 304,871 –2016 DSTI 2016/03/14 2018/06/26 – – – (215,419) – 457,772 –2017 DSTI 2017/03/29 2018/06/26 – – – (187,354) – 398,133 –2018 DSTI 2018/04/17 2018/06/26 200,124 – – (200,124) – 418,126 –2014 Nil cost share options 2014/08/08 2017/08/08 – – – (192,419) – 447,182 –

2014 Nil cost share options– LTI (Awarded as Old Mutual plc shares and settled in Old Mutual Limited shares) 2014/08/08 2018/06/26 – – – (192,419) – 304,022 –2014 Nil cost share options – LTI (Quilter plc shares) 17 2014/08/08 2018/06/26 – 64,139 – (64,139) – 98,004 –

2015 Nil cost share options – LTI (Old Mutual plc shares) 2015/04/17 2018/04/17 – – (105,827) (214,085) – 497,534 –2015 Nil cost share options – LTI (Awarded as Old Mutual plc shares and settled in Old Mutual Limited shares) 2015/04/17 2018/06/26 – – (105,827) (214,085) – 338,254 –2015 Nil cost share options– LTI (Quilter plc shares) 17 2015/04/17 2018/04/17 – 71,361 – (71,361) – 109,040 –

2016 Nil cost share options – MSIP(Financial and Strategic) (Awarded as Old Mutual plc shares and settled in Old Mutual Limited shares) 2016/07/11 2018/10/01 – 296,001 (228,585) (759,712) 1,055,713 1,295,545 1,309,084 166,8862016 Nil cost share options – MSIP(Financial and Strategic) (Quilter plc shares) 17 2016/07/11 2018/10/01 – 582,669 (76,195) (253,237) 253,237 362,734 293,755 66,193

2016 Nil cost share options – MSIP (TSR) (Awarded as Old Mutual plc shares and to be settled in Old Mutual Limited shares) 2016/07/11 2019/10/01 – – – – 941,234 – 162,231 91,8252016 Nil cost share options– MSIP (TSR)(Quilter plc shares) 17 2016/07/11 2019/10/01 313,745 – – 313,745 – 50,588 11,399

2015 Sharesave option 2015/05/05 2018/06/14 – – (6,160) (9,908) – 3,983 –

5,035,200 1,815,658 336,304

13 The vesting of the 2016, 2017 and 2018 DSTI, and 2014 and 2015 4-year Nil cost share options were accelerated as a result of the Managed Separation.14 Includes dividends and dividend equivalents paid during the 2017 and 2018 financial years, the proceeds from the settlement of the awards by the Company

at the settlement price, as well as the Quilter distributions that were made as a result of the Managed Separation under the terms of the deferred STI awards.15 The performance period for the strategic element (40% of the overall award) and financial element (25% of the overall award) of the MSIP Nil cost share options

ended during the 2018 financial year at an actual overall vesting level of 86.9% (56.5% out of a maximum of 65%). 50% of the nil cost share options that vested were settled in the 2018 financial year, and are included at the actual gain received based on the market value of the underlying shares on the date of exercise. The remaining 50% that are restricted from exercise for a period of 12 months, will be settled in 2019 and are included at the 20 day year end VWAP of £1.24 (Quilter shares: £1.16).The 35% relating to TSR will be tested in the 2019 financial year. The TSR element of the MSIP Nil cost share options are included at the 20 day year end VWAP of £1.24 (Quilter shares: £1.16) multiplied by an estimated vesting of 13.9%. The expected vesting outcome for the TSR component is based on an average of the expected probability of the achievement of threshold and maximum which is based on probability modelling calibrated using the historic volatility of Old Mutual and the peer group and taking into account the performance required from 28 February 2019 to the end of the performance period.

16 For 2017, the DSTI awards are included at the 20 day year end VWAP of £2.10. The 2014 and 2015 Nil cost share options are included at the 20 day year end VWAP of £2.10 with an estimated vesting of 100% and 66.92% respectively.

17 Includes cumulative dividends accrued for the 2017 and 2018 financial years respectively as well as the value of the Nedbank shares to be paid in cash on exercise of the options.

18 Nil cost share options granted to I Johnson over Old Mutual plc shares were exchanged for nil cost share options over Old Mutual Limited and Quilter plc shares in the same proportions as were received by Old Mutual plc shareholders as a result of the Managed Separation. Vested but unexercised nil cost share options over Old Mutual Limited shares, representing the 12-month holding period applicable to the strategic and financial elements of the MSIP were adjusted in respect of the Nedbank unbundling.

19 I Johnson was an executive director up to 30 June 2018 after which she became a non-executive director of Old Mutual Limited. The balance of the awards held at 31 December 2018 relate to her role as Group Finance Director of Old Mutual plc.

Non-executive directors’ fees paid in 2018Table below sets out the fees in ZAR paid to Non-Executive Directors in 2018, South African Non-executive Directors total fees are in inclusive of VAT.

Director Name

Old Mutual Limited Board

fees paid in 2018

Committee and subsidiary

fees paid in 2018 Total

South African DirectorsPaul Baloyi 470,000 672,577 1,142,577Peter de Beyer 470,000 2,501,121 2,971,121Thys du Toit 470,000 364,000 834,000Ingrid Johnson3,4 – – –Itumeleng Kgaboesele 470,000 639,165 1,109,165Sizeka Magwentshu-Rensburg 470,000 810,610 1,280,610Trevor Manuel 7,059,658 – 7,059,658Nombulelo Moholi 470,000 881,291 1,351,291Thoko Mokgosi-Mwantembe 470,000 802,955 1,272,955Nosipho Molope 470,000 817,674 1,287,674Marshall Rapiya 470,000 779,307 1,249,307Ignatius Sehoole1 470,000 870,140 1,340,140Stewart Van Graan 470,000 588,930 1,058,930

Foreign DirectorsAlbert Essien $36,200 $19,470 $55,670John Lister £66,000 £36,300 £102,300James Mwangi $36,200 $18,150 $54,350Vassie Naidoo2 $36,200 $10,860 $47,060

1 Resigned as Non-executive Director as at 8 October 2018.2 Resigned as Non-executive Director as at 31 December 2018.3 I Johnson was an executive director from 1 January 2018 to 30 June 2018 and as set out in the pre-listing statement, a non-executive director from 1 July to

30 November 2018, when she resigned. The values represented in the table above are in respect of her role as the Group Finance Director of Old Mutual plc. She did not receive any additional remuneration from Old Mutual Limited as an executive from 1 January 2018 to 30 June 2018, nor any fees for her role as a non-executive director from 1 July 2018 to 30 November 2018. Earnings in relation to I Johnson’s employment with Old Mutual plc for the period 1 July 2018 to 31 December 2018 are not included in the table above, other than in relation to the vesting and exercise of LTI awards.

4 Resigned as Non-executive Director as at 30 November 2018.

The proposed fees for Non-Executive Directors for 2019/2020 are set out in the of the Notice of AGM.

PART 2PART 1 PART 3



Share-based incentivesLTIP awards granted on 20 March 2019

Face value of award – March 2019 (ZAR) Award as a % of TGP

Executive DirectorsPeter Moyo 12,600,000 150%

Casper Troskie 5,197,500 110%

Prescribed OfficersClarence Nethengwe 4,620,000 110%

Karabo Morule 4,620,000 110%

Iain Williamson 4,725,000 100%

Clement Chinaka 4,400,000 110%Garth Napier 4,757,500 110%

Face value of award – March 2019 (USD) Award as a % of TGP

Prescribed OfficersJonas Mushosho 358,741 110%

Non-binding voteThe Implementation Report (Part 3 of this Old Mutual Limited Remuneration Report) will be subject to a non-binding advisory vote at the Old Mutual Limited AGM on 24 May 2019

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OLDMUTUAL Remuneration Report 201836

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old mutual limited remuneration report 2018 · 8 strategic priorities upon which we needed to...

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