Result of AGM

Standard Bank Group Limited

13 June 2023

 

Standard Bank Group Limited

13 June 2023

Results of Annual General Meeting and Retirement of Directors

Standard Bank Group is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice of Annual General Meeting ("AGM") and tabled at the Company's AGM held at 10h00 today, Monday 12 June 2023, were passed by the requisite majority of votes cast by shareholders.

As at Friday, 2 June 2023, being the AGM record date ("Voting Record Date"), the Standard Bank Group's share capital was as follows:

-  the total number of ordinary shares of 10 cents each ("Ordinary Shares") in issue was 1 678 564 470, ("Standard Bank Issued Ordinary Shares"); and

-  the total number of non-redeemable preference shares of 1 cent each ("Preference Shares") in issue was 52 982 248, ("Standard Bank Issued Preference Shares").

The issued Ordinary and Preference Shares eligible to vote by being present in person or by submitting proxies was as follows:

-  1 366 691 463 Ordinary Shares, being 81% of issued Ordinary Shares ("Standard Bank Voteable Ordinary Shares"); and

-  12 856 112 Preference Shares, being 24% of the issued Preference Shares ("Standard Bank Voteable Preference Shares").

The voting details with respect to the proposed resolutions were as follows:

1.    Ordinary Resolution - Re-election of directors

Directors	For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
1.1   Lwazi Bam	94.59%	5.41%	0.16%	1 364 047 931	81.26%
1.2   Ben Kruger	95.20%	4.80%	0.16%	1 364 047 568	81.26%
1.3   Jacko Maree	95.56%	4.44%	0.16%	1 364 048 831	81.26%
1.4   Nomgando Matyumza	99.10%	0.90%	0.16%	1 364 046 606	81.26%
1.5   Nonkululeko Nyembezi	97.99%	2.01%	0.16%	1 364 005 837	81.26%

2.    Ordinary Resolution - Re-election of Group Audit Committee members

Audit Committee Members	For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
2.1   Lwazi Bam	94.61%	5.39%	0.16%	1 364 047 931	81.26%
2.2   Trix Kennealy	98.25%	1.75%	0.16%	1 364 031 341	81.26%
2.3   Nomgando Matyumza	98.91%	1.09%	0.16%	1 364 045 182	81.26%
2.4   Martin Oduor-Otieno	99.24%	0.76%	0.16%	1 364 030 251	81.26%
2.5(1)	Resolution withdrawn during the AGM

3.  Ordinary Resolution - Re-appointment of external auditors

	For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
3.1   KPMG Inc.	94.43%	5.57%	0.16%	1 364 030 041	81.26%
3.2   PwC Inc.	92.93%	7.07%	0.50%	1 358 223 751	80.92%

4.  Ordinary Resolution - Placing of authorised but unissued ordinary shares under the control of the directors

For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
82.52%	17.48%	0.16%	1 364 027 849	81.26%

5.    Ordinary Resolution - Placing of authorised but unissued non-redeemable preference shares under the control of the directors

For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
97.43%	2.57%	0.16%	1 364 027 969	81.26%

6.    Non-binding Resolutions - advisory vote on remuneration policy and remuneration implementation report

	For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
6.1  Standard Bank Group's remuneration policy	92.44%	7.56%	0.16%	1 363 982 305	81.26%
6.2  Standard Bank Group's remuneration implementation report	92.19%	7.81%	0.17%	1 363 885 954	81.25%

7.    Special Resolution - Approval of non-executive directors' fees

	For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
Standard Bank Group
7.1 Chairman	99.23%	0.77%	0.16%	1 363 934 369	81.26%
7.2 Directors of Standard Bank Group	99.31%	0.69%	0.16%	1 363 934 368	81.26%
7.3 International Directors	97.92%	2.08%	0.16%	1 363 934 368	81.26%
7.4 Audit Committee
7.4.1 Chairman	99.82%	0.18%	0.16%	1 363 934 368	81.26%
7.4.2 Members	99.82%	0.18%	0.16%	1 363 934 368	81.26%
7.5 Directors' Affairs Committee
7.5.1 Chairman **
7.5.2 Members	99.82%	0.18%	0.16%	1 363 934 368	81.26%
7.6 Remuneration Committee
7.6.1 Chairman	99.82%	0.18%	0.16%	1 363 934 368	81.26%
7.6.2 Members	99.75%	0.25%	0.16%	1 363 934 368	81.26%
7.7 Risk & Capital Management Committee
7.7.1 Chairman	99.82%	0.18%	0.16%	1 363 935 023	81.26%
7.7.2 Members	99.82%	0.18%	0.16%	1 363 935 023	81.26%
7.8 Social & Ethics Committee
7.8.1 Chairman	99.82%	0.18%	0.16%	1 363 937 568	81.26%
7.8.2 Members	99.75%	0.25%	0.16%	1 363 937 568	81.26%
7.9 Information Technology Committee
7.9.1 Chairman	99.82%	0.18%	0.16%	1 363 935 023	81.26%
7.9.2 Members	99.82%	0.18%	0.16%	1 363 935 023	81.26%
7.10 Model Approval Committee
7.10.1 Chairman	99.82%	0.18%	0.16%	1 363 935 023	81.26%
7.10.2 Members	99.75%	0.25%	0.16%	1 363 935 023	81.26%
7.11 Large Exposure Credit Committee
Member	99.84%	0.16%	0.16%	1 363 935 023	81.26%
7.12 Ad Hoc Committee
Member	98.30%	1.70%	0.16%	1 363 935 023	81.26%

8.    Special Resolution - General authority to acquire the Company's ordinary shares

For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
99.42%	0.58%	0.20%	1 363 355 938	81.22%

9.    Special Resolution - General authority to acquire the Company's preference shares

Total Ordinary Shares voted
For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
99.99%	0.01%	0.20%	1 364 639 849	81.22%
Total Preference Shares voted
For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
99.74%	0.26%	0.04%	12 825 960	24.21%

In regard to resolution 9 (special resolution), the holders of Preference Shares were entitled to vote.

10. Special Resolution - Loans or other financial assistance to related or inter-related companies

For (%)	Against (%)	Abstain (%)*	Total Votes	% of Issued Capital
98.96%	1.04%	0.16%	1 364 028 170	81.26%

*    Based on the total number of shares in issue.

**  Standard Bank's Directors' Affairs Committee chairman fee does not get paid as the committee is chaired by the group chairman who receives a fixed fee.

⁽¹⁾  Withdrawal of Ordinary resolution 2.5 - Re-election of Group Audit Committee member (Atedo   Peterside)

Shareholders are advised, in accordance with the provisions of paragraph 3.59 of the JSE Listings Requirements and paragraph 6.39 of the JSE Debt Listings Requirements, of the following change to the classification and responsibilities of a Director of Standard Bank Group and The Standard Bank of South Africa Limited (SBSA) that will take effect from 23 August 2023.

Atedo Peterside will complete his ninth year in office as a director of the company on 22 August 2023, resulting in his reclassification in terms of the South African Reserve Bank Prudential Authority's Directive as not being independent with effect from 23 August 2023.

Considering his imminent reclassification, the board agreed to withdraw Atedo's nomination as a member standing for re-election for the Group Audit Committee and therefore, resolution 2.5 was withdrawn at the AGM.  Accordingly, Atedo Peterside ceased to be a member of the Group and SBSA Audit Committees effective 12 June 2023.

Retirement of Directors

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited and as previously announced on SENS on 25 November 2022, Standard Bank Group confirms that Kgomotso Moroka and John Vice retired as directors at the close of the company's Annual General Meeting held today, Monday, 12 June 2023. The board extends its sincere gratitude to Kgomotso and John for their exemplary leadership and immense contribution during their tenure as non-executive directors and committee chairmen of the company.

Kgomotso Moroka and John Vice also retired from the board of SBSA at the close of its AGM on 25 May 2023.

For further information, please contact:

Ann Hunter

Standard Bank Group Limited
9th Floor
5 Simmonds Street, Johannesburg PO Box 2001
South Africa
Telephone number: [phone]

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