Old Mutual : Remuneration Report 2022

REMUNERATION REPORT 2022

For the year ended 31 December 2022

DO GREAT THINGS EVERY DAY

ABOUT OUR

REPORT

About our report

Our reporting suite

MESSAGE FROM OUR REMUNERATION COMMITTEE CHAIRPERSON

REMUNERATION POLICY

REMUNERATION IMPLEMENTATION

This report provides insight into the ways in which we ensured that our remuneration-related activities and disclosures are addressed from both an internal and external perspective. Our Remuneration Report is of interest to our broader stakeholders.

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

INTEGRATED	CORPORATE GOVERNANCE	REMUNERATION	SUSTAINABILITY	CLIMATE	TAX TRANSPARENCY	ANNUAL FINANCIAL
REPORT 2022	REPORT 2022	REPORT 2022	REPORT 2022	REPORT 2022	REPORT 2022	STATEMENTS
For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	Consolidated and separate
For the year ended 31 December 2022
DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY	DO GREAT THINGS EVERY DAY

Integrated

Report

Corporate	Remuneration	Sustainability
Governance Report	Report	Report

Climate Report	Tax Transparency	Annual Financial
	Report	Statements

Provides a succinct and balanced view of our value creation story. Our report shares our strategic journey to becoming our customers' first choice to sustain, grow and protect their prosperity. This report is primarily aimed at the providers of capital but will be of interest to all our stakeholders wishing to understand our unique value creation story.

Provides an overview of	Reflects how our	Is designed to reflect our
Old Mutual's approach	remuneration	sustainability journey,
to corporate governance.	purposefully aligns	sharing insights into our
The report focuses on	performance outcomes	understanding of, and
how we do business in	with shareholder interests,	approach to, managing
accordance with sound	while balancing our	the most significant
governance practices,	need to be an attractive	environmental, social and
which are informed by the	employer. The report will	governance (ESG) issues
highest ethical standards,	be of interest to investors,	and opportunities we face
integrity, transparency	employees, regulators	and will be of interest to a
and accountability. The	and analysts.	wide range of stakeholders.
report will be of interest to
investors, regulators, and
analysts.

Contains information relating to the Group's climate-related activities, policies, governance, strategy, and related disclosures. The information provided will help readers assess Old Mutual's progress in our climate adaptation journey. This report is of interest to our broader stakeholders.

Concisely outlines our tax philosophy, communicates how the tax strategy is interconnected to the Group strategy and demonstrates our commitment to being a responsible taxpayer.

This report is of interest to regulators, investors, and analysts.

Contains information relating to the Group's financial position and performance which is useful in assessing the strength and risks associated with the Group. The consolidated and separate financial statements were audited in terms of the Companies Act, 71 of 2008 (as amended) (Companies Act). The report will be of interest to investors, analysts, regulators and other stakeholders.

Feedback

We value stakeholder feedback. Please share your experience of reading this report by contacting us.

Investor relations	Communications
Bonga Mriga	Vuyo Mtawa
T: [phone]	T: [phone]
E: investorrelations	E: oldmutualnews
@oldmutual.com	@oldmutual.com

Application of the King IV principles statements

The application of the King IV Report on Corporate Governance™

for South Africa, 2016 (King IV)1 principles statement is a

comprehensive index in our Corporate Governance Report,

detailing the arrangements, processes and systems that are in place for governing and managing the various areas of the

organisation, to achieve the required governance outcomes. It

also confirms the application of the various principles of King IV

as required by the JSE Limited (JSE) Listings Requirements.

Our design centres around the theme of Africa Connected. With a rich history, diverse cultures and latent possibilities - Africa is not only where we are, it is where we want to be. Our reporting suite design echoes this belief, highlighting the potential and power of a continent connected to bridge the gaps between people, and the power of networks to create, execute and deliver value to our stakeholders.

Throughout our reports, you will find succinct "did you know" stories that provide insight into how we are working to make a meaningful contribution towards our stakeholders and the continent we call home.

All images in our reporting suite were taken from the countries in which we operate.

Du Toitskloof bridge, Western Cape, South Africa - Coordinates 33.7319° S, 19.1839° E

1 Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved

Remuneration Report 2022

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ABOUT OUR REPORT

MESSAGE FROM OUR REMUNERATION COMMITTEE CHAIRPERSON

REMUNERATION POLICY

REMUNERATION IMPLEMENTATION

About our report continued

Approval

The Board acknowledges its responsibility for ensuring the integrity of this Remuneration report. In the Board's opinion, this report addresses all the issues that are material to, or could have a material effect on, the Group's ability to create value. This report fairly provides the material disclosures of the Group's Remuneration Policy and implementation thereof.

The Board confirms that the Group is in compliance with the provisions of the Companies Act relating to its incorporation and is operating in conformity with its Memorandum of Incorporation. This report was approved by the Board for release on 14 April 2023.

Forward-looking statements

This report contains certain forward- looking statements of Old Mutual Limited's plans and its current goals and expectations relating

to its future financial condition, performance and results, and estimates of future cash flows

List of Board members:

Independent Non-executive

Trevor Manuel (Chairman) Prof Brian Armstrong Albert Essien Olufunke Ighodaro Itumeleng Kgaboesele Jaco Langner

John Lister

Dr Sizeka Magwentshu-Rensburg James Mwangi

Nomkhita Nqweni Stewart van Graan

Non-executive

Thoko Mokgosi-Mwantembe

Executive

Iain Williamson (Chief Executive Officer) Casper Troskie (Chief Financial Officer)

Reporting frameworks

• King IV
• Johannesburg Stock Exchange Listings Requirements for debt and equity issuers
• South African Companies Act, 71 of 2008 (as amended) (Companies Act)

Materiality

We apply the principle of materiality in assessing which information to include in our Remuneration report. This report focuses on the issues, opportunities and challenges that could materially impact Old Mutual and our ability to consistently deliver value to our stakeholders in a sustainable manner.

Reporting scope and boundary

This report covers the remuneration activities of the Group for the period 1 January 2022 to 31 December 2022

Assurance

A review was performed by management to ensure the accuracy of our reporting content, with the Board and Remuneration committee providing oversight.

While this report is not audited, it contains certain information that has been extracted from the Group's audited consolidated annual financial statements, on which an unmodified audit opinion has been expressed by the Group's external auditors EY Inc. and Deloitte.

and costs. Words such as 'believe', 'anticipate', 'intend', 'seek', 'will', 'could', 'may', 'project' and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, all forward-looking statements involve inherent risk and

uncertainty because they are based on assumptions related to future events and circumstances which are beyond Old Mutual Limited Group's and its affiliates' control. These include economic and business conditions, and market-related risks i.e., equity fluctuations, interest rates, inflation, and deflation. These circumstances could arise from the impact of competition, legislation, and the policies and actions of regulatory authorities, and the timing and impact of any uncertain industry changes.

Strategic pillars

Our stakeholders

Six capitals

Risk

Any forward-looking information contained in this report was not

Old Mutual cares	Customers
Always present first	Communities
Rewarding digital	Employees
engagement
Engaged employees	Intermediaries
Solutions that lead	Investors
	Regulators

FC Financial

MC Manufactured

SC Social and relationship

HC	Human
IC	Intellectual
NC	Natural

Top risks

Navigation

More information available online

Information within this document

Other reports within the reporting suite

reviewed and reported on by Old Mutual Limited's external auditors. The Old Mutual Limited Group and its affiliates undertake no obligation to update the forward-looking statements contained in this report and other related supplementary reports or any other forward-looking statements it may make. Nothing in this report shall constitute an offer to sell or solicitation of an offer to buy securities.

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ABOUT OUR REPORT

MESSAGE FROM OUR REMUNERATION COMMITTEE CHAIRPERSON

REMUNERATION POLICY

REMUNERATION IMPLEMENTATION

CONTENTS

5 Message from our Remuneration committee Chairperson

6 Progress on our remuneration journey

8 Shareholder engagement and voting outcome

9 Remuneration committee composition and committee activities

10 Focus areas and committee discretion

1 1 Remuneration Policy

12 Remuneration philosophy and principles

13 Remuneration elements

14 Performance management

15 Governance and risk

16 Our approach to variable pay

17 Features of the 2023 variable pay approach

18 Group scorecard link to Group strategy

19 Group scorecard

20 Changes to STI for heads of control functions

2 1 In-flights Group LTIPs

2 2 Executive remuneration

2 5 Fair and responsible pay principles and metrics

2 6 Non-executive Directors' fees

27 Remuneration implementation

28 Performance overview

29 Guaranteed pay outcomes

30 Short-term incentive outcomes

3 1 Long-term incentive outcomes

32 Bula Tsela

33 Target, awarded and single figure explanation

34 2022 summary single figure remuneration

35 2022 remuneration outcomes

44 Unvested shares table

53 Directors' interest in Old Mutual Limited shares

54 Non-executive Directors' fees

55 List of acronyms

Mutual Place, Johannesburg, South Africa - Coordinates 26.1068° S, 28.0580° E

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MESSAGE FROM OUR REMUNERATION COMMITTEE CHAIRPERSON

ABOUT OUR REPORT

MESSAGE FROM OUR		REMUNERATION		REMUNERATION
REMUNERATION
COMMITTEE CHAIRPERSON		POLICY		IMPLEMENTATION

In this section:

6 Progress on our remuneration journey

1. Shareholder engagement and voting outcome
2. Remuneration committee composition

and committee activities

10 Focus areas and committee discretion

10 400

participating	graduates to
trade unions	date

DID YOU KNOW

To date, 400 graduates have completed their tertiary education with the support of the Old Mutual Education Trust.

Founded in April 2005 as part of a broad-based black economic empowerment (B-BBEE) transaction with 10 unions affiliated with Old Mutual, Old Mutual Education Trust demonstrates our continued commitment to communities.

All participating union members, their spouses and dependants

qualify to apply for financial backing. Students also receive holistic

personal student support, including tutoring, counselling services and

preparation for the world of work.

University of Cape Town, Cape Town, South Africa - Coordinates 33.9577° S, 18.4612° E

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