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Standard Bank Group Limited
AGM Information • May 31, 2022
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 4517N
Standard Bank Group Limited
31 May 2022
Standard Bank Group Limited
25 April 2022
Results of Annual General Meeting and Retirement of Director
Standard Bank Group (or "the Company") 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, Tuesday 31 May 2022 were passed by the requisite majority of votes cast by shareholders.
As at Friday, 27 May 2022, 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 1 677 957 117, ("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:
- 1 355 304 971 Ordinary Shares, being 81% of issued Ordinary Shares ("Standard Bank Voteable Ordinary Shares"); and
- 12 961 389 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
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
|---|---|---|---|---|---|
| Directors | For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 1.1 Geraldine Fraser-Moleketi | 99,74 | 0,26 | 1 352 265 156 | 80,59 | 0,18 |
| 1.2 Trix Kennealy | 99,76 | 0,24 | 1 352 273 044 | 80,59 | 0,18 |
| 1.3 Li Li | 99,49 | 0,51 | 1 352 281 176 | 80,59 | 0,18 |
| 1.4 Martin Oduor-Otieno | 99,76 | 0,24 | 1 352 281 164 | 80,59 | 0,18 |
| 1.5 John Vice | 99,40 | 0,60 | 1 352 281 019 | 80,59 | 0,18 |
2. Re-election of Group Audit Committee (GAC) Members
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
|---|---|---|---|---|---|
| Directors | For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 2.1 Trix Kennealy | 99,42 | 0,58 | 1 352 281 941 | 80,59 | 0,18 |
| 2.2 Martin Oduor-Otieno | 99,43 | 0,57 | 1 352 280 569 | 80,59 | 0,18 |
| 2.3 John Vice | 97,67 | 2,33 | 1 352 281 791 | 80,59 | 0,18 |
| 2.4 Nomgando Matyumza | 99,53 | 0,47 | 1 352 278 519 | 80,59 | 0,18 |
| 2.5 Atedo Peterside | 98,74 | 1,26 | 1 352 282 269 | 80,59 | 0,18 |
3. Ordinary Resolution - Re-appointment of external auditors
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) | |
| 3.1 KPMG Inc. | 71,82 | 28,18 | 1 352 288 850 | 80,59 | 0,18 |
| 3.2 PWC Inc. | 77,20 | 22,80 | 1 352 283 702 | 80,59 | 0,18 |
4. Ordinary Resolution - Placing of authorised but unissued ordinary shares under the control of the directors
| Total Ordinary Shares voted | Ordinary Shares abstained | |||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 88,05 | 11,95 | 1 352 275 941 | 80,59 | 0,18 |
5. Ordinary Resolution - Placing of authorised but unissued non-redeemable preference shares under the control of the directors
| Total Ordinary Shares voted | Ordinary Shares abstained | |||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 97,89 | 2,11 | 1 352 275 824 | 80,59 | 0,18 |
6. Ordinary Resolution - Non-binding advisory vote on remuneration policy and implementation report
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) | |
| 6.1 Standard Bank Group's remuneration policy | 75,50 | 24,50 | 1 351 512 634 | 80,55 | 0,22 |
| 6.2 Standard Bank Group's implementation report | 75,91 | 24,09 | 1 352 244 233 | 80,59 | 0,18 |
7. Special Resolution - Approval of non-executive directors' fees
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
|---|---|---|---|---|---|
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) | |
| --- | --- | --- | --- | --- | --- |
| 7.1 Chairman | 98,95 | 1,05 | 1 352 187 726 | 80,59 | 0,18 |
| 7.2 Directors | 98,37 | 1,63 | 1 352 190 937 | 80,59 | 0,18 |
| 7.3 International Directors | 92,80 | 7,20 | 1 352 189 976 | 80,59 | 0,18 |
| 7.4 Audit Committee 7.4.1 Chairman |
99,85 | 0.15 | 1 352 190 426 | 80,59 | 0,18 |
| 7.4.2 Member | 95,32 | 4,68 | 1 352 190 426 | 80,59 | 0,18 |
| 7.5 Directors' Affairs Committee 7.5.1 Chairman |
98,24 | 1,76 | 1 352 190 329 | 80,59 | 0,18 |
| 7.5.2 Member | 99,85 | 0,15 | 1 352 187 885 | 80,59 | 0,18 |
| 7.6 Remuneration Committee 7.6.1 Chairman |
98,24, | 1,76 | 1 352 189 535 | 80,59 | 0,18 |
| 7.6.2 Member | 95,32 | 4,68 | 1 352 241 315 | 80,59 | 0,18 |
| 7.7 Risk and Capital Management Committee 7.7.1 Chairman |
99,88 | 0,12 | 1 352 189 052 | 80,59 | 0,18 |
| 7.7.2 Member | 95,35 | 4,65 | 1 352 188 002 | 80,59 | 0,18 |
| 7.8 Social and Ethics Committee 7.8.1 Chairman |
98,27 | 1,73 | 1 352 191 580 | 80,59 | 0,18 |
| 7.8.2 Member | 95,37 | 4,63 | 1 352 191 702 | 80,59 | 0,18 |
| 7.9 Engineering Committee 7.9.1 Chairman |
98,25 | 1,75 | 1 352 189 014 | 80,59 | 0,18 |
| 7.9.2 Member | 95,23 | 4,77 | 1 327 497 305 | 79,11 | 1,66 |
| 7.10 Model Approval Committee 7.10.1 Chairman |
98,56 | 1,44 | 1 352 189 497 | 80,59 | 0,18 |
| 7.10.2 Member | 95,32 | 4,68 | 1 352 189 497 | 80,59 | 0,18 |
| 7.11 Large Exposure Credit Committee | 99,82 | 0,18 | 1 352 186 352 | 80,59 | 0,18 |
| 7.12 Ad Hoc Committee | 99,10 | 0,90 | 1 352 188 464 | 80,59 | 0,18 |
8. Special Resolution - General authority to acquire the Company's ordinary shares
| Total Ordinary Shares voted | Ordinary Shares abstained | |||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 98,81 | 1,19 | 1 351 578 860 | 80,55 | 0,22 |
9. Special Resolution - General authority to acquire the Company's preference shares
| Total Ordinary Shares voted | Ordinary Shares abstained | |||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 99,42 | 0,58 | 1 325 294 604 | 80,59 | 0,22 |
| Total Preference Shares voted | Preference Shares abstained | |||
| For (%)(3) | Against (%)(3) | Number | %(4) | %(4) |
| 99,61 | 0,39 | 12 450 770 | 23,50 | 0,31 |
In regard to special resolution 9, the holders of Preference Shares were entitled to vote.
10. Special Resolution - Loans or other financial assistance to related or inter-related companies
| Total Ordinary Shares voted | Ordinary Shares abstained | |||
| For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 98,92 | 1,08 | 1 352 268 299 | 80,59 | 0,18 |
11. Non-binding advisory resolution requisitioned by Aeon Investment Management and Just Share NPC
| Total Ordinary Shares voted | Ordinary Shares abstained | ||||
|---|---|---|---|---|---|
| Directors | For (%)(1) | Against (%)(1) | Number | %(2) | %(2) |
| 11.1By 31 March 2023, report on the progress in calculating financed greenhouse gas emissions from exposure to oil and gas | 99.75 | 0,25 | 1 351 635 578 | 80,55 | 0,22 |
| 11.2 By 31 March 2024, disclosure of baseline financed greenhouse gas emissions from exposure to oil and gas | 99,74 | 0,26 | 1 351 636 623 | 80,55 | 0,22 |
| 11.3 By 31 March 2025 update the Company's Climate Policy to include short-, medium-, and long-term targets for the Company's financed greenhouse gas emissions from oil and gas, aligned with the Paris Agreement | 99,74 | 0,26 | 1 351 546 149 | 80,55 | 0,22 |
(1) Expressed as a percentage of Standard Bank's voteable Ordinary Shares for the resolution.
(2) Expressed as a percentage of 1 677 957 117 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 JSE Limited ("JSE") Listings Requirements and paragraph 6.39 of the JSE Debt Listings Requirements and as announced on the Stock Exchange News Service on 31 March 2022, Standard Bank Group advises that Thulani Gcabashe retired as chairman and an independent non-executive director at the close of the company's Annual General Meeting held today, Tuesday, 31 May 2022. The board extends its sincere appreciation to Thulani Gcabashe for his invaluable contribution to the group.
For further information, please contact:
Ann Hunter
Standard Bank Group Limited
9th Floor
5 Simmonds Street, Johannesburg PO Box 2001
South Africa
Telephone number: +27 11 415 4194
DISCLAIMER
This Announcement is not intended to, and shall not, constitute or contain an offer to sell or solicitation of an offer to purchase the securities referred to herein by any person in any jurisdiction where it is unlawful to make an offer or solicitation. The distribution of the Announcement and the offer or sale of the securities referred to herein in certain jurisdictions is restricted by law. This Announcement may not be used for or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful.
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