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Benchmark Group PLC (BMK)

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Monday 24 May, 2004

Benchmark Group PLC

Result of EGM

Benchmark Group PLC
24 May 2004

Not for release, publication or distribution in whole or in part in or into the
                   United States, Canada, Australia or Japan

24 MAY 2004

        RECOMMENDED ACQUISITION OF BENCHMARK GROUP PLC BY GE REAL ESTATE

                               APPROVAL OF SCHEME

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 today, 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.

Press Enquiries
Morgan Stanley(Financial adviser to GE Real Estate)       Tel: +44 20 7425 5000
Mark Warham
Jonathan Lane

Financial Dynamics                                        Tel: +44 20 7831 3113
(Public relations adviser to GE Real Estate)
Stephanie Highett
Dido Laurimore

Benchmark                                                 Tel: +44 20 7659 0500
K.C. Wong (Independent Director)
Nigel Kempner (Chief Executive)

HSBC                                                      Tel: +44 20 7991 8888
(Financial adviser to Benchmark)
Charles Packshaw
Charles Ashton
(Corporate broker to Benchmark)
Heraclis Economides

Tavistock Communications Limited                          Tel: +44 20 7920 3150
(Public relations adviser to Benchmark)
Jeremy Carey

Morgan Stanley & Co. Limited is acting exclusively for GE PCI and GE Capital and
no-one else in connection with the Acquisition and will not be responsible to
anyone other than GE PCI and GE Capital for providing the protections afforded
to clients of Morgan Stanley & Co. Limited or for providing advice in connection
with the Acquisition.

HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Benchmark and no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Benchmark for providing the protections afforded to clients of HSBC Bank plc or
for providing advice in connection with the Acquisition.

The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located.  Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.

The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdiction into which this Announcement is released, published or distributed
should inform themselves about, and observe such restrictions.  This document is
not for release, distribution or publication in or into or from the United
States, Canada, Australia or Japan.  Accordingly, copies of this Announcement
are not being, and must not be mailed, or otherwise distributed, or sent in or
into or from, the United States, Canada, Australia or Japan.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.

Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Benchmark, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Benchmark is generally required under the provisions of Rule 8 of the City Code
to notify a Regulatory Information Service as specified in the Listing Rules and
the Panel by no later than 12.00 noon (London time) on the business day
following the date of the transaction of every dealing in such securities during
the period to the date on which the Scheme becomes effective.  Dealings by GE
PCI, GE Capital or Benchmark (or by their respective 'associates', within the
definition set out in the City Code) in any class of securities of Benchmark
until the end of such period must also be disclosed (save where omission of such
associates from this requirement has been approved by the Panel).  Please
consult your financial adviser immediately if you believe this Rule may be
applicable to you.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                       

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