Special Dividend

Benchmark Group PLC
5 October 2001



5 October 2001


BENCHMARK GROUP PLC ('Benchmark' or 'the Company')


Special dividend of 60p per share and proposed share consolidation

Proposed alteration to the terms of the Company's Convertible Unsecured Loan
Stock (the 'Stock')

Proposed adoption of new share option plans and establishment of a new
employee share ownership trust


On 24 September 2001, Benchmark published its preliminary results for the year
ended 30 June 2001 and announced that it was returning approximately £73
million to shareholders by way of a special dividend of 60 pence per ordinary
share (the 'Special Dividend'). The Special Dividend will be paid in addition
to the proposed final dividend of 2.6 pence per share for the year ended 30
June 2001. Shareholders' approval will be sought for a share consolidation to
allow, so far as possible, comparability of the Company's share price before
and after the payment of the Special Dividend.


The Company has today posted a circular to shareholders which provides, inter
alia, details of the Special Dividend, the proposed share consolidation, the
proposed alteration to the terms of the Company's Convertible Unsecured Loan
Stock, the proposed adoption of new share option plans and the establishment
of a new employee share ownership trust.


The proposed share consolidation, the proposed alteration to the terms of the
Stock, the adoption of new share option plans and establishment of a new
employee share ownership trust require the approval of shareholders at an
extraordinary general meeting of the Company to be held on 7 November 2001.
Under the terms of the Stock Trust Deed, the applicable conversion rate would
be adjusted to take account of the proposed share consolidation, but no
adjustment will fall to be made in respect of the Special Dividend.
Stockholders who choose not to convert this year would thus be disadvantaged
by the payment of the Special Dividend. It is therefore proposed that the
conversion rate be adjusted to take account of the Special Dividend from a
ratio of 32.51 to 38.66 ordinary shares per £100 nominal of Stock.


The expected timetable of principal events is as follows:



                                                                           2001
Circular posted to shareholders                               Friday, 5 October

Latest time and date for receipt of forms of proxy in             11.15 a.m. on
respect of the Extraordinary General Meeting                 Monday, 5 November

Annual General Meeting                                            11.00 a.m. on
                                                                   Wednesday, 7
                                                                       November

Extraordinary General Meeting                                     11.15 a.m. on
                                                                   Wednesday, 7
                                                                       November

Existing Ordinary Shares marked ex-the final dividend              Wednesday, 7
                                                                       November

Record date for the Special Dividend, the share               Close of business
consolidation and the final dividend                               on Friday, 9
                                                                       November

Dealings commence in new ordinary shares marked ex-the               Monday, 12
Special Dividend                                                       November

Adjustments to CREST accounts                                        Monday, 12
                                                                       November

Payment of the Special Dividend and the final dividend               Friday, 16
                                                                       November

Despatch of definitive share certificates in respect of new          Friday, 16
ordinary shares and cheques in respect of fractional                   November
entitlements arising from the share consolidation


End