Dear shareholder

The annual general meeting (AGM) of the Standard Bank Group Limited will be held in the HP de Villiers Auditorium, Standard Bank Centre, 6 Simmonds Street, Johannesburg on Wednesday, 24 May 2006 at 09h30. This letter explains the business to be conducted at the meeting.

The annual report for the year ended 31 December 2005 will also be available on the website at www.standardbank.co.za.

Explanatory note on resolutions

Resolution 1

Receive and adopt the annual financial statements for the financial year ended 31 December 2005. This is ordinary business and there are no special items to bring to the attention of the shareholders.

Resolution 2

Approve the non-executive directors’ fees for 2006. In resolutions 2.1 to 2.11, in line with the Code of Corporate Practices and Conduct (King II), you are asked to approve the fees for non-executive directors for 2006. The fees are considered by the remuneration committee to be in line with market trends and have been approved by the board.

Resolutions 3.1 to 3.6

Elect directors – reappoint those directors who retire by rotation and those directors who were appointed for the first time during 2006 and offer themselves for re-election. Abridged curriculum vitae are included in the notice.

Resolution 4.1

Standard Bank Equity Growth Scheme – control of shares. This resolution provides the directors with the ability to allot and issue shares for the practical functioning of the Standard Bank Equity Growth Scheme.

Resolution 4.2

Group Share Incentive Scheme – control of shares. This resolution provides the directors with the ability to allot and issue shares for the practical functioning of the Group Share Incentive Scheme.

Resolution 4.3

Control of unissued ordinary shares – this resolution provides the directors with the ability to allot and issue ordinary shares, other than those required for the Standard Bank Equity Growth Scheme and the Group Share Incentive Scheme, during the course of the year, up to a maximum of 5% of the ordinary shares in issue at 31 December 2005.

Resolution 4.4

Control of unissued preference shares – this resolution provides the directors with the ability to allot and issue non-redeemable, non-cumulative, non-participating preference shares.

Resolution 4.5

General authority to make payments to shareholders – this resolution permits the directors to make payments to shareholders in terms of the Companies Act and paragraph 5.85(b) of the Listings Requirements of the JSE Limited, subject to compliance with the Companies Act, the Listings Requirements of the JSE Limited and provided such payment(s) in any one financial year do not exceed 10% of the company’s issued share capital. Any such payments would be made on a pro rata basis to all shareholders. The articles of association permit such payment.

Special resolution

This is a renewal of the authority given by shareholders at the previous AGM and will allow the repurchase of the company’s securities by the company or any subsidiary during the course of the year provided such purchases in any one financial year do not exceed 10% of the company’s issued share capital.

Attendance at the annual general meeting

I encourage you to attend and vote your shares at the AGM. If you hold certificated shares or if you have dematerialised your shares and have elected “own-name” registration through a CSDP or broker, and you are not able to attend, I would urge you to complete the proxy form in accordance with the instructions and return it to the address indicated.

If you have dematerialised your shares on STRATE, and you have not elected “own-name” registration, you must submit your voting instructions to your CSDP or broker. You will need to contact them regarding their particular cut-off time for votes to be lodged with us. If you wish to attend the meeting, you will have to approach your CSDP or broker to provide you with the necessary authority in terms of the agreement that you have entered into with them.

I look forward to welcoming you at the AGM.

Derek Cooper
Chairman

8 March 2006