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LIBERTY HOLDINGS LIMITED – Standard Bank/Liberty Holdings – Results of the Preference Share Scheme Meeting

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Standard Bank/Liberty Holdings – Results of the Preference Share Scheme Meeting

STANDARD BANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1969/017128/06)
JSE share code: SBK
NSX share code: SNB
A2X share code: SBK
ISIN: ZAE000109815
(“SBG”)

LIBERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/002095/06)
JSE Ordinary Share code: LBH
ISIN: ZAE0000127148
JSE Preference share code: LBHP
ISIN code: ZAE000004040
(“LIBERTY”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

JOINT ANNOUNCEMENT – RESULTS OF THE PREFERENCE SHARE SCHEME MEETING OF LIBERTY
PREFERENCE SHAREHOLDERS

Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in this
announcement bear the meanings ascribed to them in the preference share offer circular (“Preference Share
Offer Circular”) distributed to Liberty Preference Shareholders on Monday, 13 September 2021.

1. INTRODUCTION

Shareholders of Liberty and SBG are referred to the Preference Share Offer Circular relating to:

– a scheme of arrangement in terms of section 114(1)(c) read with section 115 of the Companies
Act, proposed by the Liberty Board between Liberty and the Liberty Preference Shareholders in
terms of which, if implemented, the Preference Share Scheme Participants will be deemed to have
disposed of their Preference Share Scheme Shares to SBG for the Preference Share Scheme
Consideration on the Preference Share Scheme Implementation Date;
– if a Standby Offer Trigger Event occurs, a conditional general offer by SBG to Liberty Preference
Shareholders to acquire all or a portion of the Standby Offer Shares for the Standby Offer
Consideration; and
– the Delisting of the Liberty Preference Shares from the JSE pursuant to: (i) the Preference Share
Scheme being implemented; or (ii) if a Standby Offer Trigger Event occurs and the Standby Offer
becomes Operative, the adoption of the Preference Share Delisting Resolution by the requisite
majority of Liberty Preference Shareholders, as contemplated in paragraphs 1.15(a) and 1.16 of
the Listings Requirements.

Shareholders of Liberty and SBG are advised that at the Preference Share Scheme Meeting of Liberty
Preference Shareholders held today, Wednesday,13 October 2021, convened to consider the
Resolutions necessary to approve the Preference Share Scheme and the Preference Share Delisting,
all of the Ordinary Resolutions and Special Resolutions tabled were approved by the requisite majority
of Liberty Preference Shareholders present and entitled to vote thereon.

2. RESULTS OF VOTING AT THE PREFERENCE SHARE SCHEME MEETING

The total number of Liberty Preference Shares present in person or by proxy at the Preference Share
Scheme Meeting was 10 085 684 representing 67% of the issued Liberty Preference Shares that were
entitled to vote on Special Resolution Number 1 and Special Resolution Number 2, and on Ordinary
Resolution Number 1.

The voting results are as follows:

RESOLUTION TOTAL LIBERTY PREFERENCE ABSTAIN
SHARES VOTED
NUMBER FOR* AGAINST* %**

Special Resolution Number 1 10 085 684
Approval of the Preference being 67.24% of
Share Scheme Resolution in the Liberty 97.34% 2.66% 0.00%
accordance with Preference
section 115(2)(a) of the Shares entitled
Companies Act to vote

Special Resolution Number 2 10 085 684
Revocation of the Preference being 67.24% of
Share Scheme Resolution in the Liberty 97.34% 2.66% 0.00%
accordance with Preference
section 164(9)(c) of the Shares entitled
Companies Act to vote

Ordinary Resolution Number 1 10 085 684
Approval for the Liberty being 67.24% of
Preference Share Delisting in the Liberty 97.34% 2.66% 0.00%
accordance with paragraphs 1.15 Preference
and 1.16 of the Listings Shares entitled
Requirements to vote
*Expressed as a percentage of the total number of shares voted at the Preference Share Scheme Meeting.
**Expressed as a percentage of the total number of Liberty Preference Shares entitled to vote.

3. UPDATE REGARDING THE PREFERENCE SHARE SCHEME

The Preference Share Scheme is subject to the Preference Share Scheme Conditions set out in the
Preference Share Offer Circular, including the requirement for the Ordinary Share Scheme Resolution
to have been approved by Liberty Ordinary Shareholders at the General Meeting. Liberty Preference
Shareholders are advised that, at the General Meeting held earlier today, the Ordinary Share Scheme
Resolution was approved by the requisite majority of Liberty Ordinary Shareholders.

Although: (i) the Ordinary Share Scheme Resolution has been approved at the General Meeting; and
(ii) the Preference Share Scheme Resolution has been approved at the Preference Share Scheme
Meeting, the Preference Share Scheme remains subject to the fulfilment or waiver, as applicable, of
the remaining Preference Share Scheme Conditions, as set out in the Preference Share Offer Circular.
Shareholders of Liberty and SBG will be provided with a further update regarding the fulfilment or
waiver, as the case may be, of the remaining Preference Share Scheme Conditions in due course.

4. SALIENT DATES AND TIMES

Shareholders are referred to the salient dates and times set out in the Preference Share Offer Circular
and set out in the joint announcement published on SENS on Monday, 13 September 2021 (which is
available on Liberty and SBG’s websites at www.libertyholdings.co.za and
https://reporting.standardbank.com, respectively), which sets out the remaining salient dates and
times relating to the Preference Share Scheme, Standby Offer and Delisting. These salient dates and
times are subject to change since they have been determined based on certain assumptions including
that no Court approval or review of the Special Resolution approving the implementation of the
Preference Share Scheme will be required. Shareholders of Liberty and SBG will be notified of any
amendments to these salient dates and times on SENS.

5. LIBERTY BOARD RESPONSIBILITY STATEMENT

The Liberty Board (which includes the Independent Board) collectively and individually accept
responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Liberty is true and this
announcement does not omit anything that is likely to affect the importance of such information.

6. SBG BOARD RESPONSIBILITY STATEMENT

The SBG Board (to the extent that the information relates to SBG) collectively and individually accept
responsibility for the information contained in this announcement and certify that to the best of their
knowledge and belief, the information contained in this announcement relating to SBG is true and this
announcement does not omit anything that is likely to affect the importance of such information.

Johannesburg

Wednesday, 13 October 2021

Joint transaction sponsors to SBG
Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities

The Standard Bank of South Africa Limited
Financial advisors to SBG

Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
The Standard Bank of South Africa Limited

Legal advisor to SBG as to South African law
Bowman Gilfillan Inc. t/a Bowmans

Legal Advisor to SBG as to US Law
Davis Polk & Wardwell London LLP

NSX sponsor to SBG
Simonis Storm Securities (Proprietary) Limited

Independent expert to Liberty
Ernst & Young Advisory Services Proprietary Limited

Independent transaction sponsor to Liberty
Investec Bank Limited

Financial advisor to Liberty
Goldman Sachs International

Legal advisor to Liberty
Webber Wentzel

This announcement is for information purposes only. It is not intended to and does not constitute, or form part
of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to
the acquisitions of securities contemplated hereby or otherwise nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.

Additional Information for US Investors

The Proposed Transaction to which this announcement relates concerns the securities of South African public
companies and is proposed to be effected by means of two schemes of arrangement and a general offer under
South African law. This announcement, the Ordinary Share Scheme Circular, the Preference Share Offer
Circular and certain other documents relating to the Proposed Transaction have been, or will be prepared, in
accordance with South African law, the Companies Act and South African disclosure requirements, format and
style, all of which differ from those in the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, the Proposed Transaction is
subject to the disclosure requirements of and practices applicable in South Africa to schemes of arrangement,
which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

However, if SBG elects to implement the Preference Share transaction by way of the Standby Offer and
determines to extend the offer into the United States, the Standby Offer will be made in compliance with the
applicable US tender offer rules.

The SBG Consideration Shares to be issued pursuant to the Ordinary Scheme have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or under any laws or
with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may
only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable state and other securities laws.
There will be no public offer of any securities in the United States. This announcement does not constitute an
offer to sell or solicitation of an offer to buy any of the shares in the United States. Further details of which US
and other Ordinary Shareholders are eligible to receive the SBG Consideration Shares, and the procedural
steps required to be taken by such persons to so receive such shares, as well as the procedures for those US
and other Ordinary Shareholders who do not so qualify to receive the SBG Consideration Shares, are set forth
in the Ordinary Share Scheme Circular.

Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission has
approved or disapproved of the SBG Consideration Shares to be issued in connection with the Ordinary
Scheme, or determined if this announcement or the Ordinary Share Scheme Circular is accurate or complete.
Any representation to the contrary is a criminal offence in the United States.

The SBG Consideration Shares have not been and will not be listed on a U.S. securities exchange or quoted
on any inter-dealer quotation system in the United States. Neither SBG nor Liberty intends to take any action
to facilitate a market in the SBG Consideration Shares in the United States.

Financial statements, and all financial information that is included in this announcement or that may be included
in the Ordinary Share Scheme Circular, the Preference Share Offer Circular or any other documents relating
to the Proposed Transaction, have been or will be prepared in accordance with International Financial
Reporting Standards (IFRS) or other reporting standards or accounting practice which may not be comparable
to financial statements of companies in the United States or other companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the United States (US GAAP).
The receipt of cash and shares by Ordinary Scheme Participants in the United States (each, a “US Ordinary
Holder”) as consideration for the transfer of such person’s Ordinary Shares pursuant to the Ordinary Scheme,
and the receipt of cash by Preference Shareholders in the United States (each, a “US Preference Holder”) as
consideration for the transfer of such person’s Preference Shares pursuant to the Preference Scheme, may
each be a taxable transaction for US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Ordinary Scheme Participant (including US Ordinary Holders) and
each Preference Shareholder (including US Preference Holders) is urged to consult their independent
professional adviser immediately regarding the tax consequences of the Proposed Transaction applicable to
them.

It may be difficult for US Ordinary Holders and US Preference Holders (collectively, “US Holders”) to enforce
their rights and claims arising out of the US federal securities laws, since Liberty and SBG are located in
countries other than the United States, and the majority or all of their officers and directors are residents of
non-US jurisdictions. Judgments of US courts are generally, subject to certain requirements, enforceable in
South Africa. US Holders may not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court’s judgement. In addition, it may be difficult to enforce in South
Africa original actions, or actions for the enforcement of judgments of US courts, based on the civil liability
provisions of the US federal securities laws.

Consistent with Rule 14e-5(b) under the US Exchange Act, SBG, certain affiliated companies and their
nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase,
Preference Shares, other than pursuant to the Proposed Transaction, until the Proposed Transaction with
respect to the Preference Shares is completed, lapses or withdrawn (including during any offer period with
respect to the Standby Offer). If such purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including South African law and the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required under South African law.

Date: 13-10-2021 04:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.


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