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Standard Bank Group Limited
Director's Dealing • Jun 10, 2024
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Director's Dealing
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RNS Number : 8524R
Standard Bank Group Limited
10 June 2024
Standard Bank Group Limited
10 June 2024
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 10 June 2024, were passed by the requisite majority of votes cast by shareholders.
As at Friday, 31 May 2024, 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
1 675 835 579, ("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 were as follows:
- 1 377 141 366 Ordinary Shares, being 82% of issued Ordinary Shares ("Standard Bank Voteable Ordinary Shares"); and
- 10 872 889 Preference Shares, being 21% 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 Paul Cook | 99.78% | 0.22% | 0.06% | 1 365 336 822 | 81.47% |
| 1.2 Martin Oduor-Otieno | 99.73% | 0.27% | 0.06% | 1 365 336 822 | 81.47% |
| 1.3 Sola David-Borha | 95.44% | 4.56% | 0.06% | 1 365 336 822 | 81.47% |
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 | 94.48% | 5.52% | 0.06% | 1 365 336 822 | 81.47% |
| 2.2 Trix Kennealy | 98.05% | 1.95% | 0.06% | 1 365 336 822 | 81.47% |
| 2.3 Nomgando Matyumza | 98.93% | 1.07% | 0.06% | 1 365 336 822 | 81.47% |
| 2.4 Martin Oduor-Otieno | 99.74% | 0.26% | 0.07% | 1 365 137 642 | 81.46% |
3. Ordinary Resolution - Appointment of external auditors
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital | |
| 3. 1 PricewaterhouseCoopers Inc. | 95.57% | 4.43% | 0.04% | 1 365 675 369 | 81.49% |
| 3.2 Ernst & Young Inc. | 100% | 0% | 0.04% | 1 365 675 369 | 81.49% |
4. 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 |
| 97.92% | 2.08% | 0.06% | 1 365 264 005 | 81.47% |
5. Ordinary Resolution - Placing of authorised but unissued ordinary shares under the control of the directors
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 88.04% | 11.96% | 0.04% | 1 365 675 571 | 81.49% |
6. Ordinary Resolution - General authority to issue authorised but unissued ordinary shares for cash
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 89.22% | 10.78% | 0.04% | 1 365 675 571 | 81.49% |
7. Non-binding Resolutions - advisory vote on remuneration policy and remuneration implementation report
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital | |
| 7.1 Standard Bank Group's remuneration policy | 89.92% | 10.08% | 0.04% | 1 365 652 360 | 81.49% |
| 7.2 Standard Bank Group's remuneration implementation report | 88.48% | 11.52% | 0.25% | 1 362 075 689 | 81.28% |
8. Special Resolution - Approval of non-executive directors' fees
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital | |
|---|---|---|---|---|---|
| Standard Bank Group | |||||
| 8.1 Chairman | 99.19% | 0.81% | 0.04% | 1 365 621 460 | 81.49% |
| 8.2 Directors of Standard Bank Group | 99.57% | 0.43% | 0.04% | 1 365 621 460 | 81.49% |
| 8.3 International Directors | 94.68% | 5.32% | 0.04% | 1 365 621 460 | 81.49% |
| 8.4 Audit Committee | |||||
| 8.4.1 Chairman | 99.91% | 0.09% | 0.04% | 1 365 602 811 | 81.49% |
| 8.4.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 691 | 81.49% |
| 8.5 Directors' Affairs Committee | |||||
| 8.5.1 Members | 99.91% | 0.09% | 0.04% | 1 365 602 811 | 81.49% |
| 8.6 Remuneration Committee | |||||
| 8.6.1 Chairman | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.6.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.7 Risk & Capital Management Committee | |||||
| 8.7.1 Chairman | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.7.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.8 Social, Ethics and Sustainability Committee | |||||
| 8.8.1 Chairman | 99.89% | 0.11% | 0.04% | 1 365 623 791 | 81.49% |
| 8.8.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.9 Information Technology Committee | |||||
| 8.9.1 Chairman | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.9.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 791 | 81.49% |
| 8.10 Model Approval Committee | |||||
| 8.10.1 Chairman | 99.91% | 0.09% | 0.04% | 1 365 623 589 | 81.49% |
| 8.10.2 Members | 99.91% | 0.09% | 0.04% | 1 365 623 589 | 81.49% |
| 8.11 Large Exposure Credit Committee | |||||
| Members | 99.91% | 0.09% | 0.04% | 1 365 623 589 | 81.49% |
| 8.12 Ad Hoc Committee | |||||
| Members | 99.43% | 0.57% | 0.05% | 1 365 424 409 | 81.48% |
9. Special Resolution - General authority to acquire the Company's ordinary shares
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 99.48% | 0.52% | 0.05% | 1 365 497 288 | 81.48% |
10. Special Resolution - General authority to acquire the Company's non-redeemable preference shares
| Total Ordinary Shares voted | ||||
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 99.88% | 0.12% | 0.05% | 1 365 476 408 | 81.48% |
| Total Preference Shares voted | ||||
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 100.00% | 0.00% | 0.01% | 10 866 596 | 20.51% |
In regard to resolution 10 (special resolution), the holders of Preference Shares were entitled to vote.
11. Special Resolution - Loans or other financial assistance to related or inter-related companies
| For (%) | Against (%) | Abstain (%)* | Total Votes | % of Issued Capital |
| 99.29% | 0.71% | 0.04% | 1 365 675 369 | 81.49% |
* Based on the total number of shares in issue.
Retirement of Directors
In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited and as previously announced on SENS on 18 April 2024, Standard Bank Group confirms that Dr Xueqing Guan and Atedo Peterside retired as directors at the close of the company's Annual General Meeting held today, Monday, 10 June 2024. The board extends its sincere gratitude to Dr Xueqing Guan and Atedo Peterside for their exemplary leadership and immense contribution during their tenure on the board and board committees they served on.
Dr Xueqing Guan and Atedo Peterside also retired from the board of The Standard Bank of South Africa Limited at the close of its AGM on 23 May 2024
For further information, please contact:
Marc Hearn
Standard Bank Group Limited
9th Floor
5 Simmonds Street, Johannesburg PO Box 2001
South Africa
Telephone number: + 27 11 344 5004
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