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Results of the Annual General Meeting dated 23 April 2024 - The Standard Bank of Namibia

Published: 2024-04-30 10:15:27 ET

The Standard Bank of Namibia Limited
Incorporated in the Republic of Namibia
Registration number: 78/01799
(“The Company”)
Issuer code: STINM


Results of the Annual General Meeting dated 23 April 2024

Following the Notice of the Annual General Meeting released on 20 March 2024, the noteholders are hereby
informed that the Annual General Meeting was held on Tuesday, 23 April 2024 at 09h00.

The noteholders are hereby provided with the outcome of the votes, where shareholders via proxy voted on the
following resolutions prior to the meeting. The total Shares in issue are: 522,471,910, and resolutions were
voted on by 493, 863, 919 (94.52%) of all shareholders. All of the resolutions were carried by simple majority
vote.
                                                                                             Number of Votes
Ordinary Resolutions
                                                                                             For*         Against*    Abstain*
                                                                                          480 850 726                13 013 193
Ordinary Resolution 1: Approval of minutes of previous Annual General Meeting              (92,52%)          0        (2,49%)
                                                                                          493 852 769                  11 150
Ordinary Resolution 2: Adoption of Annual Financial Statements for 31 December 2023        (94,52%)          0        (0,00%)
                                                                                          493 852 769                  11 150
Ordinary Resolution 3: Approval of final dividend declared                                 (94,52%)          0        (0,00%)
Ordinary Resolution 4: Ratification of retirement from Board of Directors
In terms of the Company’s Articles of Association, the following directors retired from the
Company.
4.1    Ms. Birgit Rossouw (independent non-executive director) retired from the board of
                                                                                            484 555 558              9 308 361
       directors effective 30 September 2023.
                                                                                             (92,74%)        0        (1,78%)
4.2    Ms. Natasha Bassingthwaighte (independent non-executive director) retired from
                                                                                            484 566 708              9 297211
       the board of directors effective 31 December 2023.
                                                                                             (92,75%)        0        (1,78%)
4.3    Mr. Herbert Maier (independent non-executive director) (Board Chairperson) was
       due to retire from the board of directors effective 31 December 2023. His term was
       extended from 1 January 2024 until the next Annual General Meeting of the
       Company, to allow for the conclusion of the regulatory process for the appointment
       of his successor.
      4.3.1 Shareholders ratified the extension of the term of Mr. Herbert Maier, Chairman
               and independent non-executive director of the board of SBN Holdings 493 852 769               0         11 150
               Limited and Standard Bank Namibia Limited for the extended period.            (94,52%)                 (0,00%)
       4.3.2 Mr. Herbert Maier retired from the board of directors as at effective date of 480 850 726               13 013 193
               the Annual General Meeting (23 April 2024).                                   (92,03%)        0        (2,49%)
4.4   Mr. Isac Tjombonde, Ms. Silke Hornung and Ms. Ashley Tjipitua retire as directors in
      accordance with Article 81 of the Articles of Association of the company.
4.4.1 Mr. Isac Tjombonde, Ms. Silke Hornung and Ms. Ashley Tjipitua being eligible offered 493 852 769       0         11 150
      themselves for re-election as Independent Non-Executive Directors                     (94,52%)                  (0,00%)

Ordinary Resolution 5: Ratification of appointment of directors
5.1   Ratified the appointment of the following directors of the Company who were
      appointed by the Board of Directors and approved by the Regulator as indicated
      below:
      5.1.1 Mr. Josephat Mwatotele (independent non-executive director, appointed 20 493 852 769             0         11 150
             July 2023).                                                              (94,52%)                        (0,00%)
       5.1.2   Mr. Gerald Riedel (independent non-executive director, appointed 20 July 493 852 769    0         11 150
               2023).                                                                    (94,52%)               (0,00%)
       5.1.3  Mr. Erwin Tjipuka (chief executive (executive director), appointed         493 852 769   0         11 150
              1 October 2023)                                                             (94,52%)              (0,00%)
       5.1.4 Mr. Siphiwe Themba Bruce Madonsela (non-executive director, appointed
              2 February 2024).                                                          493 852 769   0         11 150
                                                                                          (94,52%)              (0,00%)
       5.1.5 Mr. Arlington Tendai Matenda (chief financial officer (executive director),
             appointed 2 February 2024)                                                  493 852 769   0         11 150
                                                                                          (94,52%)              (0.00%)
 5.2 Ratified the appointment of Mr. Isac Tjombonde who was appointed as the Board
      Chairman of SBN Holdings Limited and Standard Bank Namibia Limited with effect
      01 April 2024. Regulatory approval for the appointment was obtained effective 05 493 852 769      0        11 150
      February 2024.                                                                    (94,52%)                (0,00%)
Ordinary Resolution 6: Control of ordinary shares – SBN Employee Share Incentive       493 852 769      0        11 150
                                                                                        (94,52%)                (0,00%)
Ordinary Resolution 7: Control of unissued shares                                      443 539 821 50 312 948    11 150
                                                                                        (84,89%)    (9,63%)     (0,00%)
Ordinary Resolution 8: Re-appointment of PriceWaterhouseCoopers (PwC) as external 493 852 769          0         11 150
                        auditors and authority to determine their remuneration     (94,52%)                     (0,00%)
Ordinary Resolution 9: Approval of Non-Executive Directors’ remuneration                493 852 769    0         11 150
                                                                                         (94,52%)               (0,00%)
Ordinary Resolution 10: Approval of the existing SBN Holdings Ltd remuneration and 480 706 313 13 146 456        11 150
reward policy                                                                       (92.01%)    (2,52%)         (0,00%)
Ordinary Resolution 11: Appointment of Audit Committee members

11.1   Ms. Silke Hornung (Chairperson)                                                  493 852 769    0         11 150
                                                                                       (94,52%)                 (0,00%)
11.2   Ms. Nangosora Ashley Tjipitua                                                    493 852 769    0         11 150
                                                                                       (94,52%)                 (0,00%)
11.3   Mr. Gerald Riedel                                                                493 852 769    0         11 150
                                                                                       (94,52%)                 (0,00%)
Ordinary Resolution 12: Delegation of Authority                                         493 852 769    0         11 150
                                                                                       (94,52%)                 (0,00%)

By order of the Board
SBN Holdings Limited
30 April 2024

Registered Office
Standard Bank Namibia Limited
1, Chasie Street, Kleine Kuppe, Windhoek
P.O. Box 3327, Windhoek, Namibia

Debt Sponsor
The Standard Bank of South Africa Limited

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.