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Results of annual general meeting
Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/017128/06)
JSE share code: SBK
NSX share code: SNB
ISIN: ZAE000109815
(“Standard Bank Group”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the Annual General
Meeting (“AGM”) of the Standard Bank Group held at 09h00 on Thursday, 28
May 2015 were as follows:
Re- Number of % of For* Against* Abstained
solution shares voted shares **
% %
in issue
Number %
1 Ordinary 1,314,303,128 81.12 99.99 0.01 0.182
Resolution:
Adopt audited
annual
financial
statements
2.1 Ordinary 1,316,150,094 81.24 99.73 0.27 0.068
Resolution: Re-
election of
Richard Dunne
as a director
2.2 Ordinary 1,316,153,185 81.24 99.76 0.24 0.068
Resolution: Re-
election of
Thulani
Gcabashe as a
director
2.3 Ordinary 1,316,152,885 81.24 99.26 0.74 0.068
Resolution: Re-
election of Shu
Gu as a
director
2.4 Ordinary 1,316,150,094 81.24 99.76 0.24 0.068
Resolution: Re-
election of
Kgomotso Moroka
as a director
2.5 Ordinary 1,316,153,185 81.24 99.18 0.82 0.068
Resolution: Re-
election of
Atedo Peterside
CON as a
director
3.1 Ordinary 1,316,147,909 81.24 99.91 0.09 0.068
Resolution: Re-
appointment of
KPMG Inc. as
auditors
3.2 Ordinary 1,316,147,909 81.24 99.90 0.10 0.068
Resolution: Re-
appointment of
Pricewaterhouse
Coopers Inc as
auditors
4 Ordinary 1,316,140,655 81.24 76.14 23.86 0.069
Resolution:
Place unissued
ordinary shares
under control
of directors
5 Ordinary 1,316,139,894 81.24 93.53 6.47 0.069
Resolution:
Place unissued
preference
shares under
control of
directors
6 Non-binding 1,315,786,516 81.22 98.26 1.74 0.090
advisory vote
on remuneration
policy
7 Special
Resolution:
Approve non-
executive
directors’ fees
7.1 Chairman 1,316,138,863 81.24 87.03 12.97 0.069
7.2 Director 1,316,138,675 81.24 99.69 0.31 0.069
7.3 International 1,316,138,675 81.24 98.98 1.02 0.069
Director
7.4 Group
Directors’
Affairs
Committee
7.4.1 Chairman 1,316,137,066 81.24 96.57 3.43 0.069
7.4.2 Member 1,316,137,066 81.24 99.99 0.01 0.069
7.5 Group Risk and 0.069
Capital
Management
Committee
7.5.1 Chairman 1,316,039,163 81.23 99.89 0.11 0.069
7.5.2 Member 1,316,134,935 81.24 99.99 0.01 0.069
7.6 Group
Remuneration
Committee
7.6.1 Chairman 1,316,139,163 81.24 96.57 3.43 0.069
7.6.2 Member 1,316,138,863 81.24 99.99 0.01 0.069
7.7 Group Social
and Ethics
Committee
7.7.1 Chairman 1,316,137,066 81.24 96.60 3.40 0.069
7.7.2 Member 1,316,137,066 81.24 99.99 0.01 0.069
7.8 Group Audit
Committee
7.8.1 Chairman 1,316,139,163 81.24 99.89 0.11 0.069
7.8.2 Member 1,316,139,163 81.24 99.99 0.01 0.069
7.9 Group IT
Committee
7.9.1 Chairman 1,316,089,163 81.23 96.57 3.43 0.069
7.9.2 Member 1,316,137,066 81.24 99.99 0.01 0.069
7.10 Ad hoc meeting 1,316,077,190 81.23 99.89 0.11 0.072
attendance
8 Special 1,315,880,345 81.22 99.87 0.13 0.085
resolution
General
authority to
acquire the
company’s
ordinary shares
9 Special # # 99.89 0.11 #
resolution
General
authority to
acquire the
company’s non-
redeemable
preference
shares
10 Special 1,316,152,885 81.24 98.03 1.97 0.068
resolution
Loans or other
financial
assistance to
related or
inter-related
companies
*In relation to the total number of shares voted at the AGM.
**Based on 1 620 125 947 shares (excludes 12 807 677 treasury shares) in
issue at the date of the AGM.
# The holders of the non-redeemable, non-cumulative, non-participating
preference shares (2nd preference shares) were entitled to vote on this
resolution and were entitled to that portion of the total votes in the
company which the aggregate amount of the nominal value of the shares held
by such shareholders bears to the aggregate amount of the nominal value of
the value of the ordinary and 2nd preference shares issued by the company.
Based on the above results, all resolutions were passed by the requisite
majority of ordinary and preference shareholders present in person or
represented by proxy at the AGM.
RETIREMENT OF DIRECTORS
Fred Phaswana and Lord Smith of Kelvin, KT retired from the boards of
Standard Bank Group and The Standard Bank of South Africa Limited
(collectively ‘the boards’) at the conclusion of each company's AGM. The
boards' expressed their appreciation for the contributions that they have
made during their time with the group and wished them well in their future
endeavours.
Johannesburg
28 May 2015
Lead sponsor
The Standard Bank of South Africa Limited
Independent Sponsor
Deutsche Securities (SA) Proprietary Limited
Namibian sponsor
Simonis Storm Securities (Proprietary) Limited
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