Standard Bank Group Acquisition of Liberty Group Minorities
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The distribution of the information contained herein and on the pages that follow may be restricted
by law and persons into whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restrictions. The information contained herein
and on the pages that follow is not for publication or distribution, in whole or in part, directly
or indirectly, in or into the United States or any other jurisdiction where such publication or
distribution would violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken in addition to the requirements
under South African law. Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. The information contained herein and on the pages that
follow is not directed to, and is not intended for distribution to or use by, any person or entity
that is a citizen or resident or located in any locality, state, country or other jurisdiction where
such distribution, publication, availability or use would be contrary to law or regulation or which
would require any registration or licensing within such jurisdiction.
Additional information for US holders
The information contained herein and on the pages that follow relates to the securities of South
African public companies and has 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 transactions
referred to herein and on the pages that follow are 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 Standard Bank Group Limited ("SBG") elects to implement the Preference
Share transaction referred to herein and on the pages that follow by way of a standby offer and
determines to extend the offer into the United States, such standby offer will be made in compliance
with the applicable US tender offer rules.
The securities referred to herein and on the pages that follow to be issued pursuant to the ordinary
share scheme of arrangement 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. The
information contained herein and on the pages that follow 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
holders are eligible to receive the securities referred to herein and on the pages that follow, and
the procedural steps required to be taken by such persons to so receive such shares, as well as the
procedures for those US holders who do not so qualify to receive such shares, will be set forth in
the relevant scheme circular.
Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission has
approved or disapproved of the consideration securities referred to herein and on the pages that
follow to be issued in connection with the relevant scheme of arrangement, or determined if the
information contained on the pages that follow or the relevant scheme circular is accurate or
complete. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein and on the pages that follow 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 Holdings Limited ("Liberty") intends to take any action to
facilitate a market in such securities in the United States.
Financial statements, and all financial information that is included in the information contained on
the pages that follow or that may be included in the scheme circulars, or any other documents
relating to the securities referred to herein and on the pages that follow, 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).
It may be difficult for 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 outside of the United States, 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 a 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.