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Results of Annual General Meeting and Retirement of Director
Standard Bank Group Limited
Registration No. 1969/017128/06
Incorporated in the Republic of South Africa
JSE and A2X share code: SBK
ISIN: ZAE000109815
NSX share code: SNB
(“Standard Bank Group” or “the Company”)
Results of Annual General Meeting
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 09h00 today,
Friday, 26 June 2020, were passed by the requisite majority of votes cast
by shareholders.
As at Friday, 19 June 2020, 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 1 619 929 317, (“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 (online) or by submitting proxies was as follows:
- 1 448 405 499 Ordinary Shares, being 89.41% of issued Ordinary Shares
(“Standard Bank Voteable Ordinary Shares”); and
- 17 769 188 Preference Shares, being 33.54% 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
Ordinary
Total Ordinary Shares voted Shares
abstained
Directors Against
For (%)(1) Number %(2) %(2)
(%)(1)
1.1 Maureen Erasmus 99.87 0.13 1 299 369 822 80.21 0.14
1.2 Trix Kennealy 98.71 1.29 1 293 302 622 79.84 0.52
1.3 Nomgando Matyumza 98.65 1.35 1 294 019 592 79.88 0.48
1.4 Jacko Maree 83.89 16.11 1 243 362 148 76.75 3.61
1.5 John Vice 99.22 0.78 1 299 371 854 80.21 0.14
Ordinary
Total Ordinary Shares voted Shares
abstained
1.6 Priscillah Mabelane 97.83 2.17 1 294 018 876 79.88 0.48
1.7 Nonkululeko Nyembezi 85.31 14.69 1 294 019 412 79.88 0.48
2. Ordinary Resolution – Re-appointment of external auditors
Ordinary
Total Ordinary Shares voted Shares
abstained
For Against
Number %(2) %(2)
(%)(1) (%)(1)
2.1 KPMG Inc. 71.78 28.22 1 299 480 296 80.22 0.14
2.2 PWC Inc. 79.82 20.18 1 299 478 953 80.22 0.14
3. Ordinary Resolution – Placing of authorised but unissued ordinary
shares under the control of the directors
Ordinary
Total Ordinary Shares voted Shares
abstained
For (%)(1) Against (%)(1) Number %(2) %(2)
94.13 5.87 1 299 463 089 80.22 0.14
4. Ordinary Resolution – Placing of authorised but unissued non-redeemable
preference shares under the control of the directors
Ordinary
Total Ordinary Shares voted Shares
abstained
For (%)(1) Against (%)(1) Number %(2) %(2)
96.49 3.51 1 299 457 623 80.22 0.14
5. Ordinary Resolution – Non-binding advisory vote on remuneration
policy and implementation report
Ordinary
Total Ordinary Shares voted Shares
abstained
For Against
Number %(2) %(2)
(%)(1) (%)(1)
5.1 Standard Bank
Group’s
remuneration policy 88.33 11.67 1 295 898 007 80.00 0.36
5.2 Standard Bank
Group’s
implementation
report 86.35 13.65 1 295 895 765 80.00 0.36
6. Special Resolution – approval of non-executive directors’ fees
Ordinary
Total Ordinary Shares voted Shares
abstained
For Against
Number %(2) %(2)
(%)(1) (%)(1)
Standard Bank Group *
6.1 Chairman 93.72 6.28 1 299 450 575 80.22 0.14
6.2 Directors of
Standard Bank Group 94.99 5.01 1 299 449 625 80.22 0.14
6.3 International
Directors 93.83 6.17 1 299 449 556 80.22 0.14
6.4 Audit Committee
6.4.1 Chairman 94.06 5.94 1 299 446 433 80.22 0.14
6.4.2 Members 95.25 4.75 1 299 446 433 80.22 0.14
6.5 Directors’ Affairs Committee
6.5.1 Chairman** 94.06 5.94 1 299 446 433 80.22 0.14
6.5.2 Members 95.25 4.75 1 299 446 433 80.22 0.14
6.6 Remuneration Committee
6.6.1 Chairman 93.94 6.06 1 299 434 657 80.22 0.14
6.6.2 Members 95.25 4.75 1 299 431 619 80.22 0.14
6.7 Risk & Capital Management Committee
6.7.1 Chairman 94.06 5.94 1 299 446 432 80.22 0.14
6.7.2 Members 95.25 4.75 1 299 449 763 80.22 0.14
6.8 Social & Ethics Committee
6.8.1 Chairman 94.06 5.94 1 299 443 082 80.22 0.14
6.8.2 Members 95.25 4.75 1 299 443 083 80.22 0.14
Ordinary
Total Ordinary Shares voted Shares
abstained
6.9 Technology & Information Committee
6.9.1 Chairman 93.94 6.06 1 299 451 672 80.22 0.14
6.9.2 Members 95.25 4.75 1 299 451 673 80.22 0.14
6.10 Ad Hoc Committee+
Members 94.06 5.94 1 299 457 420 80.22 0.14
* Non-executive directors’ fees in respect of 2020.
** Chairman fee is set but not paid.
+ Ad hoc committee of the board or board committee or attendance by non-
executive director acting in an alternate capacity.
7. Special Resolution – General authority to acquire the Company’s ordinary
shares
Ordinary
Total Ordinary Shares voted Shares
abstained
For (%)(1) Against (%)(1) Number %(2) %(2)
99.38 0.62 1 298 820 978 80.18 0.18
8. Special Resolution – General authority to acquire the Company’s
preference shares
Ordinary
Total Ordinary Shares voted Shares
abstained
For (%)(1) Against (%)(1) Number %(2) %(2)
99.38 0.62 1 300 479 093 80.28 0.60
Preference
Total Preference Shares voted Shares
abstained
For (%)(3) Against (%)(3) Number %(4) %(4)
99.48 0.52 17 489 549 33.01 0.53
In regard to resolution 8 (special resolution), the holders of
Preference Shares were entitled to vote.
9. Special Resolution – Loans or other financial assistance to related
or inter-related companies
Ordinary
Total Ordinary Shares voted Shares
abstained
For (%)(1) Against (%)(1) Number %(2) %(2)
98.52 1.48 1 299 367 940 80.21 0.14
(1) Expressed as a percentage of Standard Bank’s voteable Ordinary
Shares for the resolution.
(2) Expressed as a percentage of 1 619 929 317 Standard Bank Issued
Ordinary Shares.
(3) Expressed as a percentage of Standard Bank’s voteable Preference
Shares for the resolution.
(4) Expressed as a percentage of 52 982 248 Standard Bank Issued
Preference Shares.
RETIREMENT OF A DIRECTOR
In compliance with paragraph 3.59 of the Listings Requirements of the JSE
Limited, Standard Bank Group announces that, having reached retirement
age, Peter Sullivan retired as an independent non-executive director at
the close of the company’s Annual General Meeting held today, Friday 26
June 2020. The board extends its sincere appreciation to Peter Sullivan
for his invaluable contribution to the group.
Johannesburg
26 June 2020
Lead sponsor
The Standard Bank of South Africa Limited
Independent Sponsor
JP Morgan Equities South Africa Proprietary Limited
Namibian sponsor
Simonis Storm Securities (Proprietary) Limited
Date: 26-06-2020 05:15:00
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