MOMENTUM METROPOLITAN LIFE LIMITED

(Incorporated in the Republic of South Africa with limited liability under registration number 1904/002186/06)

Unconditionally and irrevocably guaranteed by

MOMENTUM METROPOLITAN HOLDINGS LIMITED

(Incorporated in the Republic of South Africa with limited liability under registration number 2000/031756/06)

Issue of ZAR340,000,000 Unsecured Subordinated Floating Rate Notes due 25 May 2029

Under its ZAR10,000,000,000 Unsecured Subordinated Note Programme

This Applicable Pricing Supplement must be read in conjunction with the amended and restated Programme Memorandum, dated 4 November 2019, prepared by Momentum Metropolitan Life Limited in connection with the Momentum Metropolitan Life Limited ZAR10,000,000,000 Unsecured Subordinated Note Programme, as amended and/or supplemented from time to time (the Programme Memorandum).

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the section of the Programme Memorandum headed "Terms and Conditions of the Notes".

This document constitutes the Applicable Pricing Supplement relating to the issue of Notes described herein. The Notes described herein are issued on and subject to the Terms and Conditions as amended and/or supplemented by the Terms and Conditions contained in this Applicable Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Applicable Pricing Supplement shall prevail.

PARTIES

1.

Issuer

Momentum Metropolitan Life Limited

2.

Guarantor

Momentum Metropolitan Holdings Limited

3.

Dealer(s)

FirstRand Bank Limited,

acting through its Rand Merchant bank division

4.

Debt Sponsor

FirstRand Bank Limited,

acting through its Rand Merchant bank division

5.

Paying Agent

FirstRand Bank Limited,

acting through its Rand Merchant bank division

Specified Office

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

South Africa

- 1 -

6.

Calculation Agent

FirstRand Bank Limited,

acting through its Rand Merchant bank division

Specified Office

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

South Africa

7.

Transfer Agent

FirstRand Bank Limited,

acting through its Rand Merchant bank division

Specified Office

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

South Africa

8.

Settlement Agent

FirstRand Bank Limited,

acting through its Rand Merchant bank division

Specified Office

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

South Africa

9.

Issuer Agent

FirstRand Bank Limited,

acting through its Rand Merchant bank division

Specified Office

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

South Africa

PROVISIONS RELATING TO THE NOTES

10.

Status of Notes

Unsecured Subordinated

11.

Form of Notes

The Notes in this Tranche are listed Notes, issued in

uncertificated form and held by the CSD

12.

Series Number

17

13.

Tranche Number

1

14. Aggregate Nominal Amount:

(a)

Series

ZAR340,000,000

(b)

Tranche

ZAR340,000,000

15.

Interest

Interest-bearing

16.

Interest Payment Basis

Floating Rate

17.

Automatic/Optional Conversion

N/A

from one

Interest/Redemption/Payment

Basis to another

18.

Issue Date

16 October 2023

19.

Nominal Amount per Note

ZAR1,000,000

20.

Specified Denomination

ZAR1,000,000

21.

Specified Currency

ZAR

22.

Issue Price

100%

23.

Interest Commencement Date

16 October 2023

24.

Maturity Date

25 May 2029

25.

Applicable Business Day

Following Business Day

Convention

26.

Final Redemption Amount

100%

27.

Last Day to Register

By 17h00 on 14 February, 14 May, 14 August and 14

November or if such day is not a Business Day, the

Business Day before each Books Closed Period, in each

year until the Maturity Date

28.

Books Closed Period(s)

The Register will be closed from 15 February to 24

February, 15 May to 24 May, 15 August to 24 August and

from 15 November to 24 November (all dates inclusive) in

each year until the Maturity Date

29.

Default Rate

2% plus the Interest Rate being the Margin added to the

Reference Rate

FLOATING RATE NOTES

(a)

Floating Interest Payment

25 February, 25 May, 25 August and 25 November of each

Dates

year until the Maturity Date, with the first Interest Payment

Date being 25 February 2024 or, if such day is not a

Business Day, the Business Day on which interest will be

paid, as determined in accordance with the Applicable

Business Day Convention (as specified in this Applicable

Pricing Supplement)

(b)

Interest Period(s)

Each period commencing on and including the applicable

Floating Interest Payment Date and ending on but

excluding the following Floating Interest Payment Date, with the first Interest Period commencing on and including

    1. Definition of Business Day (if different from that set out in Condition 1) (Interpretation)
    2. Minimum Rate of Interest
    3. Maximum Rate of Interest
    4. Other terms relating to the method of calculating interest (e.g.: Day Count Fraction, rounding up provision)
  2. Rate of Interest and manner in which the Rate of Interest is to be determined
  3. Margin
  4. If ISDA Determination
  5. If Screen Rate Determination:
    1. Reference Rate (including relevant period by reference to which the Rate of Interest is to be calculated)
    2. Interest Rate Determination Date(s)
    3. Relevant Screen Page and Reference Code
  7. If Rate of Interest to be calculated otherwise than by ISDA Determination or Screen Rate Determination, insert basis for determining Rate of Interest/Margin/ Fallback provisions

the Interest Commencement Date and ending on but excluding the first Floating Interest Payment Date (each Floating Interest Payment Date as adjusted in accordance with the Applicable Business Day Convention)

N/A

N/A

N/A

N/A

Screen Rate Determination (Reference Rate plus Margin)

134 basis points to be added to the Reference Rate

N/A

3 Month ZAR-JIBAR

25 February, 25 May, 25 August and 25 November of each year until the Maturity Date, with the first Interest Rate Determination Date being 11 October 2023

Reuters page SAFEY code 01209 or any successor page

N/A

35.

Calculation Agent responsible for

FirstRand Bank Limited, acting through its Rand

calculating amount of principal and

Merchant Bank division

interest

PROVISIONS REGARDING REDEMPTION/MATURITY

36.

Prior consent of Regulator required

Yes

for any redemption prior to Maturity

Date

37.

Redemption at the option of the

N/A

Issuer:

If yes,

(a)

Optional Redemption

N/A

Date(s)

(b)

Optional Redemption

N/A

Amount(s) and method, if

any, of calculation of such

amount(s)

(c)

Minimum period of notice

N/A

(if different from Condition

9.3 (Redemption at the

Option of the Issuer)

(d)

If redeemable in part:

N/A

Minimum Redemption

N/A

Amount(s)

Higher Redemption

N/A

Amount(s)

(e)

Other terms applicable on

N/A

Redemption

38.

Redemption/substitution

at the

Yes

option of the Issuer on the

occurrence

of

a

Capital

Disqualification Event:

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Momentum Metropolitan Holdings Ltd. published this content on 11 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 October 2023 13:22:11 UTC.