Recommended acquisition of Benchmark Group plc by GE Real Estate

Benchmark and GE Real Estate are pleased to announce that all resolutions put to Benchmark Shareholders at the Shareholders Court Meeting, to Benchmark CULS Holders at the CULS Holders Court Meeting and to Benchmark Shareholders at the Benchmark EGM, respectively, were passed by the necessary majorities.

Earlier yesterday, by order of the Court, separate meetings of Benchmark Shareholders and Benchmark CULS Holders were held in order to consider the Scheme pursuant to which GE Real Estate proposes to acquire control of Benchmark. A Benchmark EGM was also held at which Benchmark Shareholders considered and voted on several resolutions to approve, amongst other things, the Scheme, the alteration of the Articles of Association and various matters relating to the implementation of the Scheme.

At the Shareholders Court Meeting, approximately 95.91 per cent. of the Benchmark Shareholders who voted, representing approximately 99.99 per cent. of votes by value, were in favour of the Scheme.

At the CULS Holders Court Meeting, approximately 92.31 per cent. of the Benchmark CULS Holders who voted, representing approximately 80.15 per cent. of votes by value, were in favour of the Scheme.

At the Benchmark EGM, the resolutions approving the Scheme, the alteration of the Articles of Association and various matters relating to the implementation of the Scheme were duly passed on a show of hands. Copies of the resolutions will be submitted for publication through the Document Viewing Facility of the UK Listing Authority at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

The implementation of the Scheme remains subject to the sanction of the Scheme by the Court at a hearing expected to be held on 21 June 2004. Subject to the sanction of the Court, the Scheme is expected to become effective on 1 July 2004 (in which case the last day of dealings in Benchmark Shares and Benchmark CULS is expected to be 30 June 2004)and, providing this is the case, the consideration will be paid not later than 8 July 2004.

Terms used in this announcement have the same meanings given to them in Part 6 of the scheme document, which was posted to Benchmark Shareholders and Benchmark CULS Holders on 30 April 2004.

Source: Benchmark

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