Final Acceptance Level

Old Mutual PLC 21 December 2005 Old Mutual plc 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's offer for Skandia - Final Confirmation of Acceptance level Old Mutual plc ('Old Mutual') is pleased to confirm that acceptances of its Offer have now been validated in respect of 662,557,994 shares in Forsakringsaktiebolaget Skandia (publ) ('Skandia') representing approximately 64.28 per cent of the total number of shares and votes in Skandia (on a fully diluted basis). The Offer for Skandia has been extended and will remain open for acceptance until 12 January 2006. Jim Sutcliffe, Chief Executive of Old Mutual, said: 'I'm pleased by the number of smaller shareholders who elected to take shares in the enlarged group. We now look forward to working with the Skandia Board to make the necessary arrangements to move forward.' More detailed information on the Mix and Match Facility, tax implications and synergy benefits is contained in the attached appendices. 21 December 2005 ENQUIRIES: Old Mutual plc Malcolm Bell - Investor Relations +44 (0) 20 7002 7166 Miranda Bellord - Media Relations +44 (0) 20 7002 7133 College Hill Alex Sandberg +44 (0) 20 7457 2020 Tony Friend +44 (0) 20 7457 2020 For further information about Old Mutual plc visit www.oldmutual.com Appendices 1. Mix and Match Facility Included in the valid acceptances submitted in relation to the acceptance period that expired on 16 December 2005 were acceptances in respect of 49,971,559 Skandia shares received from shareholders electing for the basic offer proportions of shares and cash, and acceptances in respect of 612,586,435 Skandia shares received from shareholders electing under the Mix and Match Facility. Of those Skandia shares submitted under the Mix and Match Facility, a total of 8,255,971 Skandia shares were elected for settlement in cash, and a total of 604,330,464 Skandia shares were elected for settlement in Old Mutual shares. Accordingly, for shareholders who elected to tender a higher proportion of their Skandia shares in exchange for the Share Consideration under the Mix and Match Facility, it is expected that approximately 0.4 per cent. of those Skandia shares tendered over and above the standard proportions will be satisfied in accordance with the basic offer proportions. Shareholders who elected to tender a higher proportion of their Skandia shares for the Cash Consideration under the Mix and Match Facility, will receive their election in full. Skandia shareholders who held in aggregate 1,000 or less Skandia shares on 1 September 2005 and tendered their Skandia shares by 16 December 2005 and who elected to receive cash only under the special guarantee, will receive Cash Consideration for all their shares. The exact proportions of cash and shares to be received under the Mix and Match Facility (other than under the Cash Guarantee) is subject to valid acceptances not being withdrawn prior to the Offer becoming or being declared unconditional in all respects, and a definitive figure will be announced at that time. A worked example illustrating the treatment of shareholders under the Mix and Match Facility is set out below. For example, for three shareholders each holding 100,000 Skandia shares: Election 1 Election 2 Election 3 - for shares - for cash - for shares - for cash - for shares - for cash 100,000 0 80,000 20,000 0 100,000 Allocation 1 Allocation 2 Allocation 3 - of shares - of cash - of shares - of cash - of shares - of cash 60,857 39,143 60,777 39,223 0 100,000 Note: 'Allocation' denotes the number of Skandia shares to be settled with the Share or Cash Consideration. 2. Tax - information to Skandia shareholders resident in Sweden The following summary of certain tax consequences that may follow from accepting Old Mutual's Offer is based on current Swedish tax legislation and is only intended as general information for shareholders who are resident or domiciled in Sweden for tax purposes. Each shareholder is recommended to consult a tax adviser for information with respect to any tax consequences that may arise as a result of the Offer. Skandia's shareholders resident in Sweden will be deemed to have disposed of their Skandia shares when there is a binding agreement between Old Mutual and the Skandia shareholder. In a public offer, a binding agreement between the offeror and a selling shareholder who has previously accepted the offer is constituted when the offeror - in this case Old Mutual - has declared the offer unconditional. As Old Mutual has not yet declared the offer unconditional, Skandia shareholders will be deemed to have disposed of their shares in 2006 for Swedish capital gains tax purposes unless the Offer is declared unconditional before then. 3. Synergy Benefits Although as at 16 December 2005 Old Mutual had received acceptances in respect of approximately 64.28 per cent. of Skandia shares, the Offer has been extended until 12 January 2006 to allow for regulatory approvals to be achieved, during which time additional acceptances may be received. Owning and managing a majority interest in a business, without wholly owning it, is a proven part of Old Mutual's model, as the Old Mutual Group includes majority stakes in Nedbank and Mutual & Federal. The synergies arising from a combination of Skandia and Old Mutual identified in the Prospectus dated 7 October 2005 assumed that Old Mutual would acquire 100 per cent. of the issued share capital of Skandia. Different levels of shareholding allow different levels of control and different synergy benefits. The main examples are set out below. At above 50 per cent. Old Mutual is able under Swedish law to appoint board members and these board members may influence the board strategy. In this context it should be noted that Skandia's listing agreement with the Stockholm Stock Exchange and the Swedish Corporate Governance Code require that a majority of the board must be independent from Skandia and its management, and that at least two of these board members are independent from any shareholder with more than 10 per cent. of the shares or votes in Skandia, and one of the functions of this board is to ensure that any action taken by Skandia will be in the interest of all shareholders. Once Old Mutual's ownership is at a level of 66.67 per cent., under Swedish law it will have the right to change Skandia's articles. The 75 per cent. threshold is not relevant in Swedish law but is relevant for UK tax purposes since that is the threshold at which Old Mutual will be able to treat UK subsidiaries of Skandia as part of its UK tax group which will enable it to offset losses that arise in Old Mutual's UK subsidiaries after the threshold has been reached with profits that arise in those Skandia subsidiaries after the threshold has been reached, or vice versa. The 75 per cent. threshold is however relevant for the Stockholm Stock Exchange's listing rules - as Skandia may be required to move its shares from the A list to a more junior list, for example the O List (as the A list has 25 per cent. free float requirement). A holding of 90 per cent. in Skandia would allow Old Mutual to initiate minority squeeze-out proceedings under Swedish law, and then de-list Skandia. At levels of share ownership in Skandia below 100 per cent., the synergies will be lower than those set out in the Prospectus but they will remain significant. Owing to uncertainty as to the ultimate level of acceptances that will be achieved and the timing and extent of the synergy benefits that will arise, Old Mutual is unable to quantity the exact synergy benefits. However, the Old Mutual Board believes that a majority of those synergy benefits will be achieved at acceptance levels down to 50 per cent. (1) (1) The synergy benefits relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, synergy benefits referred to may not be achieved, or those achieved could be materially different from those estimated. Please see also the risk factor 'Old Mutual may complete the Transaction at a level of acceptances which does not allow a compulsory acquisition by Old Mutual of the remaining Skandia shares' on page 21 in Part II of the Prospectus which applies equally to information contained in this press release. Deutsche Bank, which is authorised by Bundesanstalt fur Finanzdiensleistungsaufsicht (BaFin) and by the Financial Services Authority and is regulated by the Financial Services Authority for the conduct of UK business, 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 & Co., Limited 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. 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. To the extent permissible under applicable law or regulation, and in accordance with normal Swedish market practice, Old Mutual or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Skandia shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Skandia shares, other than pursuant to the Offer, before, during or after the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Sweden or other relevant jurisdictions. This information is provided by RNS The company news service from the London Stock Exchange
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