Annexure 1 Proposed List of National Newspapers LIST OF NATIONAL NEWSPAPERS DAILY NEWSPAPERS Government Gazette The Star National (English) National SUNDAY NEWSPAPER Sunday Times National
Annexure 2 Formal notice NOTICE OF TRANSFER OF FNB BRANDED POLICIES, UNDERWRITTEN BY RMB STRUCTURED LIFE LIMITED, TO FIRSTRAND LIFE ASSURANCE LIMITED, IN TERMS OF SECTION 38 OF THE LONG-TERM INSURANCE ACT, 52 OF 1998 Notice is hereby given in terms of Section 38(1)(a)(ii) of the Long-term Insurance Act, 52 of 1998 (hereinafter referred to as "the Act"), that it is the intention of RMB Structured Life Limited (registration number: 2002/013263/06) ("RMBSL") to transfer its FNB Life business, which it carries on in the Republic of South Africa, to FirstRand Life Assurance Limited ("FirstRand Life") (hereinafter referred to as the Proposed Transfer ). The policies affected by the Proposed Transfer are FNB branded FNB Life Cover policies underwritten by RMBSL and distributed through FirstRand Bank Limited (registration number 1929/001225/06) ("FirstRand Bank"), collectively "the Transferred Policies". It should be noted that FirstRand Life and FirstRand Bank all form part of the FirstRand group of companies. The Transferred Policies will continue to be administered in the same manner after implementation of the Proposed Transfer. Due to the fact the Proposed Transfer envisages a transfer of the Transferred Policies from RMBSL to FirstRand Life without the policyholders' consent for the implementation of the Proposed Transfer, a detailed regulatory process is prescribed in terms of the Act, which includes, amongst others, the approval of the Proposed Transfer by the Registrar of Longterm Insurance ("the Registrar"). If the Proposed Transfer is approved by the Registrar, FirstRand Life shall be responsible for the fulfilment of all the obligations of RMBSL towards the policyholders of the Transferred Policies. Details of the Proposed Transfer are contained in a sale agreement entered into between RMBSL and FirstRand Life, dated 26 April 2016 ("the Agreement"). The Agreement is subject to the fulfilment of suspensive conditions, which includes, amongst others, that the Proposed Transfer is approved by the Registrar. The Proposed Transfer will be implemented on the first day of the month immediately succeeding the month during which the Agreement becomes unconditional. Copies of the Agreement, the reports of the statutory actuaries of RMBSL and FirstRand Life in respect of the Proposed Transfer; and any other documents required by the Registrar,
shall be available for inspection for a period of 15 (fifteen) days commencing on 29 August 2016 until 12 September 2016 at the head offices of FirstRand Life: Bank City, 5 First Place, 9 Kerk Street, Johannesburg, 2000 (www.fnb.co.za); as well as RMBSL: RMBSI Group, 2 Merchant Place, 1 Fredman Drive, Sandton, 2196 (www.rmbsi.co.za) from 09h00 to 17h00 (Saturdays, Sundays and public holidays included). These documents will also be made available on the websites of FNB and RMBSL. In terms of Section 38(1)(b) of the Act, any person who has an interest in this matter, may, within 15 days from the date of publication of this notice in the Government Gazette on 26 August 2016 submit to the Registrar such representations concerning the Proposed Transfer as are relevant to his/her/its interests. The representations must reach the Registrar no later than 12 September 2016. RMBSL and FirstRand Life intend to lodge an application with the Registrar on 19 September 2016 for the approval of the Proposed Transfer in terms of Part V of the Act. Please direct all telephonic queries to the dedicated FNB call centre at 087 736 7774 or per email to Section37fnblife@fnb.co.za. Alternatively direct your enquiry to the Registrar, per email to Janet.Ehlers@fsb.co.za.
Annexure 3 Proposed list of documents to be made available for inspection 1. FSB Notification (excluding annexures) 2. Sale agreement 3. Resolution of the board of directors of the Transferor 4. Resolution of the board of directors of the Transferee 5. Annual financial statements for the year ended 2015 for the Transferor 6. Annual financial statements for the year ended 2015 for the Transferee 7. Report by the statutory actuary of the Transferor 8. Report by the statutory actuary of the Transferee 9. All communication notices
Annexure 4 Frequently Asked Questions document 1. WHAT DOES A TRANSFER OF BUSINESS MEAN? FNB (i.e. FNB Life Cover) Policies will be transferred to FirstRand Life as part of a sale of business transaction concluded between FirstRand Life and RMBSL. The policies offered by FNB insured by RMBSL will, upon approval of the Transfer, be underwritten by FirstRand Life and FirstRand Life will take over as the new insurer. 2. TRANSFER OF POLICIES FROM RMBSL TO FIRSTRAND LIFE It has been agreed between RMBSL and FirstRand Life to transfer the policies referred to below, to FirstRand Life, subject to approval being granted by the Registrar for Long-term Insurance. FirstRand Life will accordingly become the insurer of the policies. 3. WHICH POLICIES ARE AFFECTED BY THE TRANSFER? The policies affected by the proposed transfer are all FNB branded FNB Life Cover policies underwritten by RMBSL and distributed through FirstRand Bank Limited (registration number 1929/001225/06) ("FirstRand Bank"), collectively "the Transferred Policies". 4. WHO IS FIRSTRAND LIFE? FirstRand Life is a licensed long-term insurance company and is owned by FirstRand Insurance Holdings Proprietary Limited and forms part of the FirstRand Group. FirstRand Life is in a sound financial position. FirstRand Life Assurance Limited ( FirstRand Life ) was registered as a legal entity at the end of 2014. FirstRand Life was licensed to underwrite long-term insurance products in March 2015 in the categories; Life, Health, Assistance, Disability, Sinking Fund. The FirstRand Life business is integrated into the FirstRand Group, both operationally in terms of distribution and systems, and strategically in terms of skills and processes. FirstRand Life establishes a Group-wide platform and enabler of long-term insurance within the FirstRand Group.
5. DO YOU HAVE TO GIVE CONSENT TO THE TRANSFER OF YOUR POLICY? No policyholder consent is required for a transfer in terms of section 37(1) of the Long-term Insurance Act, 1998 ("the Long-term Insurance Act"). It is for this reason that a detailed regulatory process is prescribed that is compliant with the Long-term Insurance Act and the requirements of the Registrar of Long-term Insurance. One of these requirements is that the transfer must be approved by the Registrar of Longterm Insurance. The Registrar of Long-term Insurance will therefore carefully consider the transfer and will ensure that your interests are at all times protected. 6. WHAT WILL HAPPEN TO YOUR POLICY IF THE TRANSFER IS APPROVED? Your policy terms and your policy benefits will remain unchanged and your policy benefits will remain secure. The statutory actuaries of FirstRand Life and RMBSL confirmed that your policy benefits and reasonable benefit interests will remain secure and unchanged. The only change is that your policy will, after the approval of the Transfers by the Registrar for Long-term Insurance, be insured by FirstRand Life and no longer by RMBSL. 7. DO MY BENEFITS REMAIN SECURE? Yes, your benefits will remain secure and will be unchanged. No additional charges or costs will be levied against your policy pursuant to the transfer. The statutory actuaries of FirstRand Life and RMBSL have confirmed that your policy benefits and interests will remain secure and unchanged following the transfer. 8. HOW WILL THE TRANSFER TAKE PLACE? The transfer of the business of an insurance company is subject to a detailed regulatory process that must be compliant with the provisions of the Long-term Insurance Act and the requirements of the Registrar of Long-term Insurance. The following steps in respect of the transfer have already occurred: FirstRand Life and RMBSL have given notice of their intention to conclude the transfer to the Registrar of Long-term Insurance. The statutory actuaries of FirstRand Life and RMBSL compiled a report to the Registrar of Long-term Insurance to indicate the impact (if any) on the policies and
policyholders if the transfer is approved and confirmed in these reports that the policyholder security remains unaffected by the transfer. The Registrar of Long-term Insurance has given its preliminary support (in-principle approval) of the transfer and has allowed FirstRand Life and RMBSL to communicate with the policyholders regarding this change, as they are required to do in terms of the Long-term Insurance Act. Notice of the transfer has, accordingly, been published in various newspapers and other forms of communication to ensure that all policyholders, shareholders and other stakeholders receive adequate notice of the transfer. FirstRand Life and RMBSL intend to apply to the the Registrar of Long-term Insurance for approval of the transfer on 19 September 2016. Any owner of a policy, shareholder, creditor or other interested party affected by the transfer, shall be entitled to file an affidavit or other documents and to make representations to the Registrar of Long-term Insurance on any matter in connection with the transfer. These representations must reach the Registrar of Long-term Insurance by no later than 12 September 2016. If you do not have an objection to the transfer, you do not have to file affidavits or make representations as once the Registrar of Long-term Insurance approves the transfer your policy will be automatically transferred to FirstRand Life. Please note that the Long-term Insurance Ombudsman and the Ombud for Financial Services Providers will not be able to assist you in this matter. 2016/04/26-2016/09/19 140 days between Formal Notice to Formal Lodgement 2016/08/26-2016/09/19 26 days between Government Gazette publication and Formal Lodgement 2016/08/15-2016/09/16 Audit and Review of Communication Plan Execution 2016/08/24-2016/09/14 2016/04/26 Initial Submission To FSB 2016/04/26-2016/06/24 60 days after Formal Notice 2016/07/11 FSB Confirmation Independent Actuary Internal Audit Review Management Report 2016/08/18 Notice for publication Government Gazette 2016/08/27 2016/08/28 Notice in Notice in Saturday Sunday 2016/08/26 newspapers newspapers 2016/08/12 Notice in FSB Government Gazette 2016/08/29 in-principle Documents approval for Inspection (offices/website) 2016/09/19 Lodge complete application (incl. annexures) with the Registrar 2016/09/30 Registrar s written Approval 2016/05/01 2016/06/01 2016/07/01 2016/08/01 2016/09/01 2016/10/01 2016/04/01 2016/10/07 2016/04/26-2016/08/12 2016/07/20 2016/08/29-2016/09/12 2016/09/19-2016/09/30 FSB Review Response to 2016/08/15-2016/08/24 Representations to FSB Review FINAL (actual) FSB Queries Execute Strategy the Registrar Email Resolution of SMS Complaints Post 2016/08/29-2016/09/12 15 Day Inspection Period Websites & Offices
9. WHAT IF I DO NOT WANT FIRSTRAND LIFE TO UNDERWRITE MY POLICY? You are allowed to make representations to the Registrar of Long-term Insurance or to FirstRand Life or RMBSL if you have any concerns about the transfer. These representations much reach the Registrar of Long-term Insurance, FirstRand Life or RMBSL no later than 12 September 2016. The contact details are set out below. 10. WHERE CAN I OBTAIN MORE INFORMATION ABOUT THE TRANSFER? Copies of the following documents shall be available for inspection during normal business hours for a period of 15 (fifteen) days commencing on 29 August 2016 until 12 September 2016 from 09h00 to 17h00 (including Saturdays and Sundays) at the at the reception areas of the head offices of: FirstRand Life at Bank City, 5 First Place, 9 Kerk Street, Johannesburg, 2000; RMBSL at RMBSI Group, 2 Merchant Place, 1 Fredman Drive, Sandton, 2196 The above information will also be available during the above period on the websites of FirstRand Life at www.fnb.co.za and RMBSL at www.rmbsi.co.za. The documents available for inspection will include: The sale of business agreement concluded between FirstRand Life and RMBSL; The reports of the statutory actuaries of FirstRand Life and RMBSL indicating, amongst others, the impact of the transfer on the policyholders; All communication notices; A copy of the formal notication to the Registrar of Long-term Insurance (excluding annexures); and 11. WHO CAN I CONTACT IF I HAVE ENQUIRIES ABOUT THE TRANSFER? Please direct all queries as follows: If you are a policyholder of an FNB branded policy, please direct your enquiries to FNB at 087 736 7774 who will advise FirstRand Life and RMBSL Please direct all email enquiries to Section37fnblife@fnb.co.za. Alternatively, you can contact the Registrar of Long-term Insurance at Janet.Ehlers@fsb.co.za.
The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. 3. RMBSL FirstRand Life - COMMUNICATION PLAN - 20160728 (if GG 26_08).docx Annexure 5 Sample webshot from the website of the Transferor and Transferee Formal notice to FNB Policyholders of RMBSL & FirstRand Life transfer. Banner on ww.fnb.co.za landing page:
* NOTE: dates to be aligned to Formal Notice in Annexure 2 once approved by the FSB. Formal notice to FNB Policyholders of RMBSL & FirstRand Life transfer. NOTE: policyholders will be directed to the FNB website to view transfer documents upon clicking on the tab highlighted below.
Annexure 6 Draft email to FNB Policyholders Email Subject FNB Life Cover Transfer: RMBSL and FirstRand Life Dear Sir/Madam, Please note that your FNB Life Cover policy insured by RMB Structured Life Ltd will transfer to FirstRand Life Assurance Ltd once approved by the Registrar for Long-term Insurance. Your policy and all benefits will not change and remain secure. attached disclosure notice for more information. Please read the Comment [A1]: Refer Annexure 2 More details about the transfer will be availble on the FNB website (fnb.co.za) from 29 August 2016. If you have any questions contact us on 087 736 7774 or send an email to Section37fnblife@fnb.co.za. Alternatively, you can contact the Registrar of Longterm Insurance at Janet.Ehlers@fsb.co.za. Kind Regards, FNB Life FNB a division of FirstRand Bank Ltd (FSP No. 3071). Administered by FNB Life a business unit of FNB.
Annexure 7 Draft SMS to FNB Policyholders (233 characters) FNB :-) Your FNB Life Cover policy insured by RMB Structured Life Limited will transfer to FirstRand Life Assurance Limited once approved by the FSB. There is no change to your policy. Call 0877367774. On FNB/RMBSI website from 29 Aug
Annexure 8 Draft letter to FNB Policyholders <Customer Name> <Address Line 1> <Address Line 2> <Address Line 3> <Address Line 4> <Date> RMBSL and FirstRand Life transfer Dear <Customer Name>, Please note that your FNB Life Cover policy insured by RMB Structured Life Ltd will transfer to FirstRand Life Assurance Ltd once approved by the Registrar of Long-term Insurance. We want to assure you that all benefits and your premium under this policy remain exactly the same and all terms and conditions are unchanged. The transfer of your policy will happen automatically and you do not have to consent to the transfer. If you however wish to make any representations regarding the transfer, you can do so as explained in the attached document within the period as explained therein. More details about the transfer will be available on the FNB website (fnb.co.za) from 29 August 2016. If you have any questions, contact us on 087 736 7774 or send an email to Section37fnblife@fnb.co.za. Alternatively, you can contact the Registrar of Longterm Insurance at Janet.Ehlers@fsb.co.za. More information is attached to this letter Please read the attached notification for more details on: The process that must be followed before the Transfer can take place. Where to view key documents relating to the Transfer. Who to contact if you have questions. Comment [A2]: Refer annexure 2 Kind Regards, FNB Life FNB a division of FirstRand Bank Ltd (FSP No. 3071). Administered by FNB Life a business unit of FNB. Directors: LL Dippenaar (Chairman), JP Burger (CEO), VW Bartlett, AP Pullinger (Deputy CEO), MS Bomela, P Cooper (Alternate), L Crouse, JJ Durand, GG Gelink, PM Goss, NN Gwagwa, PK Harris, WR Jardine, HS Kellan, RM Loubser, EG Matenge-Sebesho, PJ Makosholo, AT Nzimande, D Premnarayen (India), BJ van der Ross, JH van Greuning. Company Secretary: C Low. First National Bank a division of FirstRand Bank Limited. An Authorised Financial Services and Credit Provider (NCRCP20). Reg. No. 1929/001225/06. FSP No 3071
Annexure 9 Terms of review by Transferee Internal Audit team In terms of the proposed transaction FirstRand Life appoints Head of the Internal Audit Control Function for FirstRand Life Assurance Limited to review the implementation and coverage of the Policyholder Communication Plan by FirstRand Life / FNB in line with the suggested framework below. Should this not meet the approval of the FSB, PriceWaterhouseCoopers ("PWC") will be appointed to review the communication process on an agreed upon procedure basis and to compile a detailed report for submission to the Registrar in line with the below: Government Gazette Newspapers SMS Email Physical Documents & Websites a) Obtain a copy of the published Government Gazette Notice. b) Confirm wording against FSB approved notice. c) Obtain the approved list of newspapers wherein formal notice will be published in line with the FSB instruction letter. d) Obtain tearsheets of the newspapers with the dates of publication. e) Inspect the wording of the notices for consistency with the FSB approved wording. f) Obtain report (e.g. logs, delivery reports) from the system(s) on the date that SMS s are sent specifying: Date of SMS distribution Total population of SMS Successful delivery Unsuccessful delivery g) Inspect wording of SMS to confirm consistency with FSB approved wording. h) Obtain report (e.g. logs, delivery reports) from the system(s) on the date that Emails are sent specifying: Total population of Emails Successful delivery Unsuccessful delivery i) Inspect wording of Email to confirm consistency with FSB approved wording. j) During the defined inspection period confirm that the documents listed are physically available at the agreed offices on the applicable dates. k) Confirm those listed documents are available on the agreed websites.
Call Centre(s) l) Confirm number of views of the documents maintained on the websites. m) Obtain evidence of general complaints and register of interested parties open during the inspection period. (include hard copy registers). n) Obtain Management Response that the general complaints register has been followed up and resolved. o) Randomly select a sample of queries to confirm resolution by Management p) Obtain evidence of general complaints made to the call centre, reflecting: q) Report from FNB Call Centre i. number of calls received, ii. the nature of the enquiry / complaint iii. Resolution iv. Evidence r) Report from Management commenting on the successful and adequate resolution of any/all complaints and queries. s) Obtain Management Response that the general complaints have been followed up and resolved.