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STANDARD BANK GROUP LIMITED
Registration number 1969/017128/06
Incorporated in the Republic of South Africa
Website: www.standardbank.com/reporting
JSE bond code: SBKI
(“Standard Bank Group” or “the Company”)
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
Abstain % of Issued
Directors For (%) Against (%) Total Votes
(%)* 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
% of
Abstain
Audit Committee Members For (%) Against (%) Total Votes 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2.5(1) Resolution withdrawn during the AGM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
% of
For (%) Against (%) Abstain (%)* Total Votes 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
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
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
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
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
Abstain % of Issued
For (%) Against (%) Total Votes
(%)* Capital
6.1 Standard Bank Group’s 92.44% 7.56% 0.16% 1 363 982 305 81.26%
remuneration policy
6.2 Standard Bank Group’s 92.19% 7.81% 0.17% 1 363 885 954 81.25%
remuneration
implementation report
7. Special Resolution – Approval of non-executive directors’ fees
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
Capital
Standard Bank Group
7.1 Chairman 99.23% 0.77% 0.16% 1 363 934 369 81.26%
7.2 Directors of Standard 99.31% 0.69% 0.16% 1 363 934 368 81.26%
Bank Group
7.3 International 97.92% 2.08% 0.16% 1 363 934 368 81.26%
Directors
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 **
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
Capital
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
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
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
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
Capital
99.99% 0.01% 0.20% 1 364 639 849 81.22%
Total Preference Shares voted
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
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
% of Issued
For (%) Against (%) Abstain (%)* Total Votes
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.
Johannesburg
13 June 2023
JSE Debt sponsor
The Standard Bank of South Africa Limited
