STANDARD BANK GROUP ACQUISITION OF LIBERTY MINORITIES

INVESTOR PRESENTATION 15 July 2021

Scheme Operative Date: 1Q 2022 (subject to regulatory approvals)
• Governance: No SBG shareholder approvals required. Liberty approvals include shareholder approval of 75% present and voting ordinary and preference shareholders (excluding SBG). Liberty maintained robust independent governance and transaction is recommended by the Liberty board
• Regulators: South African Reserve Bank approval required for Scheme and subsequent delisting of Liberty, anti-trustand other regulatory approvals required in Botswana and Tanzania with notification to regulators in Eswatini, Mozambique, Kenya and Uganda
Earnings impact: EPS accretive by year 2 after completion
Capital impact: Negligible impact on SBG CET1 ratio and other capital ratios
Total distribution: R3.0 billion distribution to all shareholders to be undertaken by Liberty
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•
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• Unlocking shareholder value: value will be created through full strategic alignment, a better, more integrated client proposition and the simplification of the group structure post complete integration - with R0.6 billion synergies p.a. expected after 2 years
Share issue: 58 million new SBG shares issued (Liberty minority shareholders will hold circa 3.5% of SBG's shares post the completion of the transaction)
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on SBG 30-dayVWAP of R130.62 to 14 July 2021), ZAR14.40 in cash per share from SBG and ZAR11.10 in cash per share through a Liberty distribution (paid to all Liberty shareholders) representing a 40% premium to Liberty's 30-dayVWAP up to 14 July 2021
• Purchase price per preference share: cash offer at R1.50 per preference share, representing a 36% premium to last traded preference share price
Purchase price per ordinary share: ZAR90.81 per share comprising 0.5 SBG shares per Liberty share (equivalent to ZAR7.6 billion based
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The transaction will be implemented via i) a scheme of arrangement for the ordinary shares and ii) a separate scheme of arrangement for the preference shares in terms of the South African Companies Act and Takeover Regulations
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• SBG to acquire all remaining ordinary shares in Liberty, not held by SBG, Liberty incentive schemes or as treasury shares, through a share and cash transaction. Cash portion comprises i) cash paid by SBG to Liberty minority shareholders and ii) cash distributed by Liberty to all shareholders. The distribution is only available if the transaction completes. In addition, SBG has offered to acquire all listed Liberty preference shares

Transaction highlights

1 Transaction

2 Transaction structure

3 Financial terms

  • Implied valuation of all shares to be acquired: R 10.5 billion

4 Financial highlights

5 Required approvals and governance

6

Timing

• Scheme Meetings: October 2021

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2

Strategic rationale

Full integration of Liberty products and services will promote efficiency and facilitate the delivery of the group's strategic priorities

Aligned to SBG's purpose - driving Africa's growth

  • Aligned to our strategic priorities - client experience, execution excellence and sustainable growth and value
  • Position the group to benefit from medium- to long-term African trends - demographics, urbanisation, financial deepening, digitisation
  • Respond to the changing operating environment - regulatory landscape, customer expectations and competitive threats

Aligned to SBG's strategy - integrated services provider

  • Leverages existing African capabilities and footprint
  • Provide an integrated set of solutions, seamlessly and conveniently, via a single client platform to a larger combined customer base
  • Own and manage the solutions that are core to our client proposition - banking, insurance and investments

• Support an open-architecture approach to enable partnering with third parties

  • Capture the network effect of a single client platform
  • Capture and grow capital-light revenue streams to enhance returns

Simplify the group

  • Improve flexibility and streamline governance - Liberty listing not necessary

• Align sales and distribution - omnichannel across digital and in-person (tied, independent, branch)

  • Formal bancassurance agreement not necessary in a wholly owned construct - historically beneficial for both parties, but inefficient going forward as not aligned with SBG's strategy to provide an integrated client platform

Deliver sustainable growth and value

  • Deliver value to both sets of shareholders over time - value will be created through the scaling of a competitive, integrated client proposition, increased volumes and lower cost to serve - delivering R0.6bn pre-tax synergies p.a. expected after two years
  • Simplification of the group structure to deliver synergies
  • Build a larger, stronger business capable of driving sustainable and inclusive growth

3

ALIGNED TO PURPOSE

The transaction aligns with our purpose

We will implement a single set of strategic priorities across the group to better deliver on our purpose

Our purpose: Africa is our home, we drive her growth

Why we exist

Our strategic

Transform client

Execute with

Drive sustainable growth

priorities:

experience

excellence

and value

What we need to do to deliver our purpose

Transaction impact:

What the transaction delivers

Simple, relevant and

Agile, integrated

Synergies of

complete solutions

platform to present

R600m p.a.1

through client's

comprehensive

preferred channel

services and solutions

1. Pre-tax

5

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Standard Bank Group Ltd. published this content on 15 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2021 07:04:17 UTC.