Results Of Annual General Meeting (AGM) 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” or “the Company”) RESULTS OF ANNUAL GENERAL MEETING (AGM) Standard Bank Group is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice of the AGM dated 1 March 2017 and tabled at the Company’s AGM held today, Friday 26 May 2017, were passed by the requisite majority of votes cast by shareholders. The voting details with respect to the proposed resolutions were as follows: Resolution Number of % of For* Against Abstained Number shares voted shares * ** voted % % % 1 Ordinary 1 327 556 827 79.38 100.00 0.00 0.30 Resolution: Adopt audited annual financial statements 2.1 Ordinary 1 329 975 170 79.52 98.97 1.03 0.15 Resolution: Election of Geraldine Fraser-Moleketi as a director 2.2 Ordinary 1 329 975 259 79.52 99.76 0.24 0.15 Resolution: Election of Gesina Kennealy as a director 2.3 Ordinary 1 329 978 929 79.52 99.31 0.69 0.15 Resolution: Election of Jacko Maree as a director 2.4 Ordinary 1 329 882 308 79.52 99.33 0.67 0.15 Resolution: Election of Nomgando Matyumza as a director 2.5 Ordinary 1 329 974 400 79.52 99.60 0.40 0.15 Resolution: Re- election of André Parker as a director 2.6 Ordinary 1 329 975 661 79.52 99.74 0.26 0.15 Resolution: Re- election of Swazi Tshabalala as a director 2.7 Ordinary 1 329 974 199 79.52 99.76 0.24 0.15 Resolution: Election of John Vice as a director 3.1 Ordinary 1 329 887 082 79.52 84.73 15.27 0.15 Resolution: Re- appointment of KPMG Inc. as auditors 3.2 Ordinary 1 329 978 836 79.52 84.73 15.27 0.15 Resolution: Re- appointment of Pricewaterhouse Coopers Inc. as auditors 4 Ordinary 1 329 915 441 79.52 89.70 10.30 0.16 Resolution: Place unissued ordinary shares under control of directors 5 Ordinary 1 329 975 606 79.52 92.15 7.85 0.15 Resolution: Place unissued preference shares under control of directors 6 Non-binding 1 329 356 921 79.49 95.85 4.15 0.19 advisory vote on remuneration policy 7 Special Resolution: Approve non- executive directors’ fees 7.1 Chairman 1 329 886 784 79.52 97.87 2.13 0.16 7.2 Director 1 329 886 784 79.52 99.84 0.16 0.16 7.3 International 1 329 795 786 79.51 98.74 1.26 0.16 Director 7.4 Group Directors’ Affairs Committee 7.4.1 Member 1 329 852 601 79.52 100.00 0.00 0.15 7.5 Group Risk and Capital Management Committee 7.5.1 Chairman 1 329 852 764 79.52 99.36 0.64 0.15 7.5.2 Member 1 329 944 811 79.52 100.00 0.00 0.15 7.6 Group Remuneration Committee 7.6.1 Chairman 1 329 939 416 79.52 97.73 2.27 0.15 7.6.2 Member 1 329 939 416 79.52 100.00 0.00 0.15 7.7 Group Social and Ethics Committee 7.7.1 Chairman 1 329 944 648 79.52 97.73 2.27 0.15 7.7.2 Member 1 329 940 953 79.52 100.00 0.00 0.15 7.8 Group Audit Committee 7.8.1 Chairman 1 329 946 616 79.52 99.36 0.64 0.15 7.8.2 Member 1 329 946 415 79.52 100.00 0.00 0.15 7.9 Group IT Committee 7.9.1 Chairman 1 329 805 993 79.51 97.73 2.27 0.15 7.9.2 Member 1 329 946 689 79.52 100.00 0.00 0.15 7.10 Group Model Approval Committee 7.10.1 Chairman 1 329 941 116 79.52 97.73 2.27 0.15 7.10.2 Member 1 329 940 878 79.52 100.00 0.00 0.15 7.11 Ad hoc meeting 1 329 941 378 79.52 99.78 0.22 0.15 attendance 8 Special 1 328 933 373 79.46 98.74 1.26 0.21 resolution General authority to acquire the company’s ordinary shares 9 Special # # 99.33 0.67 0.17 resolution General authority to acquire the company’s non- redeemable preference shares 10 Special 1 334 648 142 79.8 98.46 1.54 0.15 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 1 672 411 519 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. Johannesburg 26 May 2017 Lead sponsor The Standard Bank of South Africa Limited Independent Sponsor Deutsche Securities (SA) Proprietary Limited Namibian sponsor Simonis Storm Securities (Proprietary) Limited Date: 26/05/2017 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.