STANDARD BANK GROUP LIMITED - Further announcement regarding Standard Bank Plc (SBPlc) Deferred Prosecution Agreement

Further announcement regarding Standard Bank Plc (“SBPlc”) Deferred Prosecution Agreement

Standard Bank Group Limited
Registration No. 1969/017128/06
Incorporated in the Republic of South Africa
JSE share code: SBK
ISIN: ZAE000109815
NSX share code: SNB
NSX share code: SNB ZAE000109815
(“Standard Bank Group” or “the Group”)

Further announcement regarding Standard Bank Plc (“SBPlc”) Deferred Prosecution
Agreement

Further to the Group’s announcement of 26 November 2015, shareholders are advised that Standard
Bank Group's former subsidiary, Standard Bank Plc, now known as ICBC Standard Bank Plc
(“SBPlc”), has, following its self-reporting in 2013 of a suspicious transaction, today entered into a
Deferred Prosecution Agreement (“DPA”) with the United Kingdom Serious Fraud Office (“SFO”), with
the approval of The President of the Queen’s Bench Division of the High Court of England and Wales,
The Right Honourable Sir Brian Leveson.

A DPA is a voluntary agreement through which a prosecutor agrees to suspend a prosecution in
exchange for the defendant agreeing to fulfil certain requirements. The proceedings will be
discontinued once the term of the DPA has expired, providing that the requirements of the DPA have
been fulfilled. This DPA relates to allegations that SBPlc failed, contrary to section 7 of the UK Bribery
Act 2010, to prevent two executives of Stanbic Bank Tanzania Limited (“Stanbic”) from engaging a
local partner with the intent that the engagement would induce Tanzanian government
representatives into acting partially in awarding a capital raising mandate to SBPlc and Stanbic.

Standard Bank Group and SBPlc self-disclosed the issue to the SFO in April 2013 within days of it
coming to their attention, and assisted the SFO in full in its investigations. The Group and SBPlc
commissioned the international law firm, Jones Day, to conduct an unrestricted, comprehensive
investigation and reported the resulting findings in full to the SFO. The SFO has acknowledged that
SBPlc has fully cooperated with the SFO's investigations from the earliest possible date by facilitating
access to people and records and providing timely responses to requests for information. Stanbic in
turn ensured that the events were fully disclosed to the relevant authorities in Tanzania and has
cooperated fully with all investigations.

The Group and its subsidiaries take the risk of corruption very seriously and deeply regret that this
issue arose on a transaction with which they were involved. The SFO has not made any allegations
that anyone within SBPlc knew of the intentions of the two Stanbic employees. The Group is confident
that the circumstances giving rise to the DPA were an isolated incident relating to one transaction to
which the Group and its subsidiaries have responded appropriately. None of the entities has
previously been investigated or charged for bribery or corruption and nor have they been the subject
of any other criminal investigation by the SFO.

Under the terms of the DPA, the prosecution will be suspended and then withdrawn after three years
provided that SBPlc has complied with its obligations under the DPA. SBPlc has agreed to pay a
penalty of US$16.8million, which includes a one third reduction for the self-disclosure and co-
operation. SBPlc will also pay US$7.05 million in compensation to the Government of Tanzania and
US$8.9 million to refund profits related to the transaction and expenses related to the investigation.
Accordingly, aggregate payments to be made by SBPlc under the DPA will amount to approximately
US$32.8 million. The Group has also provided additional training to its people and is committed to the
highest business standards in all of the markets in which it operates, including meeting its obligations
to prevent bribery.

On the basis of the prompt self-disclosures made to the relevant authorities, the cooperation shown
by the Group, SBPlc and Stanbic throughout the investigation, and the terms of today's resolution with
the SFO, the United States Department of Justice has confirmed that it has closed its related inquiry
into the transaction.
In a related but independent development, SBPlc has also agreed with the United States Securities
and Exchange Commission (“SEC”) to resolve a claim that SBPlc acted negligently and did not
disclose to US investors the involvement of the local partner in this capital-raising mandate, under the
terms of which an agreed penalty of US$4.2 million will be paid to the SEC.

On 1 February 2015 the Industrial and Commercial Bank of China Limited (“ICBC”) acquired a 60%
majority shareholding in SBPlc resulting in the name change to ICBC Standard Bank Plc. ICBC had
no direct interest in SBPlc at the time the relevant events took place, and ICBC had no involvement in
this incident in any way.

Under the terms of the completed transaction in terms of which the Group sold 60% of SBPlc’s
ordinary shares in issue to ICBC, Standard Bank Group indemnified ICBC against the cost of such
resolutions and will accordingly bear the cost of such resolutions.

Johannesburg

30 November 2015

Lead sponsor
The Standard Bank of South Africa Limited

Independent sponsor
Deutsche Securities (SA) Proprietary Limited

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