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SBK - Standard Bank Group /ICBC - Results of the scheme and general meetings Standard Bank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1969/017128/06) JSE share code: SBK & NSX share code: SNB ISIN: ZAE000057378 ("Standard Bank Group" or "the Company") Industrial and Commercial Bank of China Limited A joint stock company incorporated in the People`s Republic of China with limited liability Corporate business licence number: 1000001000396 Shanghai Stock Exchange code: 601398 Hong Kong Stock Exchange code: 1398 ("ICBC") RESULTS OF THE SCHEME AND GENERAL MEETINGS Introduction Further to the announcement published on the Securities Exchange News Service of the JSE Limited and in the press on Thursday, 8 November 2007 and Friday, 9 November 2007, respectively, Standard Bank Group announces that: - The scheme of arrangement in terms of section 311 of the Companies Act, 1973, as amended, proposed by ICBC between Standard Bank Group and its ordinary shareholders ("the Scheme") has been approved by the requisite majority of votes at the scheme meeting held today, Monday, 3 December 2007. Application will be made to the High Court of South Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 18 December 2007 at 10:00 or as soon thereafter as Counsel may be heard for an order sanctioning the Scheme. The Court is located in the High Court Building, Von Brandis Square, corner Pritchard and Von Brandis Streets, Johannesburg. - At the general meeting held on Monday, 3 December 2007, Standard Bank Group ordinary shareholders passed the ordinary resolution proposed thereat, authorising the Company to issue Standard Bank Group ordinary shares to ICBC. Scheme Meeting Chairman`s report Copies of the Chairman`s report on the scheme meeting will be available on request from Thursday, 6 December 2007 during normal business hours at the Company`s registered office at 9th Floor, Standard Bank Centre, 5 Simmonds Street, Johannesburg and at the offices of the investment bank, being The Standard Bank of South Africa Limited, at 5th Floor, 3 Simmonds Street, Johannesburg. Further announcements Further announcements regarding the results of the general meeting of ICBC shareholders, the outcome of the application to the Court for the sanctioning of the Scheme, fulfillment of the remaining conditions precedent and the implementation of the transaction will be made to Standard Bank ordinary shareholders in due course. Johannesburg 3 December 2007 Investment bank and joint sponsor to Standard Bank Group Standard Bank Legal advisers to Standard Bank Group Bowman Gilfillan Inc Independent sponsor to Standard Bank Group Deutsche Securities (SA) (Proprietary) Limited Sponsor to Standard Bank Group in Namibia Simonis Storm Securities (Proprietary) Limited Financial adviser to ICBC Goldman Sachs International Financial adviser to ICBC ICEA Capital Limited International legal advisers to ICBC Linklaters LLP South African legal advisers to ICBC Webber Wentzel Bowens Date: 03/12/2007 12:48:01 Supplied by www.sharenet.co.za 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.
