STANBIC - PROPOSED AMENDMENTS TO THE ARTICLES

STANDARD BANK INVESTMENT CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 69/17128/06)
("STANBIC" OR "THE COMPANY")

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CAPITAL REDUCTION
1. INTRODUCTION

SHAREHOLDERS ARE ADVISED THAT THE DIRECTORS OF STANBIC PROPOSE TO:

- AMEND THE COMPANY'S ARTICLES OF ASSOCIATION TO ALLOW FOR THE REPURCHASE AND
CANCELLATION OF STANBIC SHARES, THE MAKING OF PAYMENTS TO SHAREHOLDERS, THE
DEMATERIALIZATION OF SHARE CERTIFICATES AND TO REPLACE REFERENCES TO THE
DEPOSIT-TAKING INSTITUTIONS ACT, NO. 94 OF 1990, AS AMENDED, WITH THE BANKS
ACT, NO. 94 OF 1990, AS AMENDED ("THE AMENDMENTS TO THE ARTICLES"); AND
- WRITE-OFF GOODWILL OF R2,748 BILLION ARISING AS A RESULT OF STANBIC'S
ACQUISITION OF A FURTHER 50% OF LIBLIFE CONTROLLING CORPORATION (PROPRIETARY)
LIMITED ("THE LCC ACQUISITION") AGAINST THE SHARE PREMIUM OF STANBIC ("THE
CAPITAL REDUCTION").
2.  THE AMENDMENTS TO THE ARTICLES

THE AMENDMENTS TO THE ARTICLES WILL REQUIRE THE PASSING OF A SPECIAL RESOLUTION
INTRODUCING SUCH AMENDMENTS BY THE REQUISITE MAJORITY OF SHAREHOLDERS IN
GENERAL MEETING AND THE REGISTRATION OF SUCH SPECIAL RESOLUTION BY THE
REGISTRAR OF COMPANIES AND THE REGISTRAR OF BANKS.
3.  THE CAPITAL REDUCTION

IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE, THE
CAPITAL REDUCTION REQUIRES THE APPROVAL OF SHAREHOLDERS BY ORDINARY RESOLUTION
IN GENERAL MEETING.
THE CAPITAL REDUCTION WILL HAVE:

-  NO EFFECT ON THE NET TANGIBLE ASSET VALUE PER SHARE;

-  THE EFFECT OF REDUCING THE NET ASSET VALUE PER SHARE AS REPORTED AT 30 JUNE
1999 BY ONLY 1,1 CENTS PER SHARE AS, IN CALCULATING THE NET ASSET VALUE PER
SHARE AT 30 JUNE 1999, AN AMOUNT OF R2,734 BILLION ATTRIBUTABLE TO GOODWILL
ARISING FROM THE LCC ACQUISITION WAS SET-OFF AGAINST SHAREHOLDERS' FUNDS. IF
THIS SET-OFF HAD NOT BEEN EFFECTED, THE CAPITAL REDUCTION OF R2,748 BILLION NOW
PROPOSED WOULD HAVE THE EFFECT OF REDUCING NET ASSET VALUE AT 30 JUNE 1999 BY
215,2 CENTS PER SHARE, FROM 1 260,0 CENTS PER SHARE TO 1 044,8 CENTS PER SHARE;
-  NO CASH FLOW IMPLICATIONS NOR ENTAIL THE PAYMENT OF ANY AMOUNT TO ANY PERSON
-  NO NEGATIVE EFFECT ON THE EARNINGS PER SHARE, EARNINGS OR PROFITABILITY OF
STANBIC; AND

-  NO EFFECT ON THE ISSUED SHARE CAPITAL OF STANBIC OR THE NUMBER OF SHARES
CURRENTLY IN ISSUE.
4.  GENERAL MEETING OF SHAREHOLDERS

A GENERAL MEETING OF SHAREHOLDERS WILL BE HELD AT 10:30 ON THURSDAY, 4 NOVEMBER
1999 IN THE H P DE VILLIERS AUDITORIUM, STANDARD BANK CENTRE, 6 SIMMONDS
STREET, JOHANNESBURG FOR THE PURPOSE OF CONSIDERING AND, IF DEEMED FIT,
ADOPTING THE RESOLUTIONS TO APPROVE THE AMENDMENTS TO THE ARTICLES AND THE
CAPITAL REDUCTION.
5.  CIRCULAR TO SHAREHOLDERS

A CIRCULAR RELATING TO THE AMENDMENTS TO THE ARTICLES AND THE CAPITAL

REDUCTION, INCORPORATING A NOTICE OF GENERAL MEETING AND FORM OF PROXY, WILL BE
POSTED TO SHAREHOLDERS TODAY.
JOHANNESBURG
13 OCTOBER 1999
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
ATTORNEYS
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
SPONSORING BROKER IN SOUTH AFRICA
STANDARD EQUITIES (PTY) LIMITED
(REGISTRATION NUMBER 72/08305/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
SPONSORING BROKER IN NAMIBIA
WIKUS HANEKOM
MEMBER NAMIBIAN STOCK EXCHANGE
TRADING AS
HSBC SECURITIES (NAMIBIA) (PTY) LIMITED
REG NO. 95/505