Managed Separation Meetings

Court and General Meeting

Results of shareholder voting at the Court Meetings and General Meeting held on 25 May 2018

At the First Court Meeting, the Second Court Meeting and the General Meeting of Old Mutual shareholders, held in connection with the final processes needed to complete the Managed Separation of the Old Mutual group, to be implemented in part by two Court sanctioned schemes of arrangement (the 'First Scheme' and the 'Second Scheme', together the 'Schemes'), all the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of First Court Meeting, Second Court Meeting and General Meeting contained in the circular to shareholders dated 20 April 2018 (the 'Scheme Circular'). Defined terms used but not defined below have the meanings set out in the Scheme Circular, unless the context otherwise requires.

FIRST COURT MEETING

The voting on the resolution to approve the First Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For:
1,169 (97.25%)
Number of Scheme Shareholders voting: Against:
38 (3.16%)
Number of votes: For:
3,522,874,088 (99.99%)
Number of votes: Against:
410,548 (0.01%)
 
Percentage of eligible Scheme Shares voted : For:
71.42%
Percentage of eligible Scheme Shares voted : Against:
0.01%

SECOND COURT MEETING

The voting on the resolution to approve the Second Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For:
1,141 (96.45%)
Number of Scheme Shareholders voting: Against:
47 (3.97%)
Number of votes: For:
3,537,719,564 (99.95%)
Number of votes: Against:
1,629,909 (0.05%)
 
Percentage of eligible Scheme Shares voted : For:
71.72%
Percentage of eligible Scheme Shares voted : Against:
0.03%

GENERAL MEETING

The voting on the special resolution to approve the Schemes and provide for their implementation (amongst other things) was taken on a poll and the results were as follows:
Resolution 1
Number of votes For:
3,514,535,649 (99.99%)
Number of votes Against:
377,655 (0.01%)
Votes Withheld
17,276,828

The voting on the ordinary resolutions to approve certain matters in connection with the completion of the Managed Separation was taken on a series of separate polls and the results were as follows:
Resolution 2 (Approval of the rules of the Quilter plc Performance Share Plan)
Number of votes For:
2,928,792,251 (84.98%)
Number of votes Against:
517,698,583 (15.02%)
Votes Withheld
85,699,296

Resolution 3 (Approval of the rules of the Quilter plc Share Reward Plan)
Number of votes For:
3,456,381,385 (98.45%)
Number of votes Against:
54,504,471 (1.55%)
Votes Withheld
21,304,275
Resolution 4 (Approval of the rules of the Quilter plc Sharesave Plan)
Number of votes For:
3,478,703,495 (99.09%)
Number of votes Against:
31,857,592 (0.91%)
Votes Withheld
21,628,955

Resolution 5 (Approval of the rules of the Quilter plc Share Incentive Plan)
Number of votes For:
3,477,360,753 (99.09%)
Number of votes Against:
32,064,823 (0.91%)
Votes Withheld
22,764,466

Resolution 6 (Approval of the rules of the Old Mutual Limited Long-Term Incentive Plan)
Number of votes For:
3,311,556,676 (93.92%)
Number of votes Against:
214,534,006 (6.08%)
Votes Withheld
6,099,449

Resolution 7 (Approval of the rules of the Old Mutual Limited Employee Share Ownership Plan)
Number of votes For:
2,730,191,620 (77.32%)
Number of votes Against:
800,810,052 (22.68%)
Votes Withheld
1,188,457

Notes to the voting results

Completion of the Managed Separation remains subject to the satisfaction of certain conditions set out in the Scheme Circular, including: (i) the Court sanctioning the First Scheme at the Court hearing which is expected to take place on 20 June 2018; and (ii) the Court sanctioning the Second Scheme at the Court hearing which is expected to take place on 25 June 2018, amongst other things. Subject to the fulfilment of such conditions, the First Scheme is expected to become effective on 22 June 2018 and the Second Scheme is expected to become effective on 25 June 2018.

If the First Scheme becomes effective, it is expected that:

  • the Old Mutual plc Shares will be suspended from the UK Official List and from trading on the London Stock Exchange's main market for listed securities with effect from 7:30 a.m. on 25 June 2018; and

  • the Quilter Shares will be admitted to listing and trading on the London Stock Exchange with effect from 8:00 a.m. on 25 June 2018.

If the Second Scheme becomes effective, it is expected that:

  • the Old Mutual Limited Shares will be admitted to listing and trading on the London Stock Exchange with effect from 8:00 a.m. on 26 June 2018; and

  • the Old Mutual plc Shares will be delisted from the UK Official List and from trading on the London Stock Exchange's main market for listed securities with effect from 8:00 a.m. on 26 June 2018.

A copy of the special resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM