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STANDARD BANK GROUP LIMITED - Results of Annual General Meeting

Release Date: 30/05/2019 17:42
Code(s): SBK     PDF:  
 
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Results of Annual General Meeting

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 (“Annual General Meeting”) held at 09h00 today, Thursday, 30 May
2019, except for ordinary resolution 10.1, were passed by the requisite
majority of votes cast by shareholders.

As at Friday, 24 May 2019, being the Annual General Meeting record date
(“Voting Record Date”), the Standard Bank share capital was as follows:
  - the total number of ordinary shares of 10 cents each (“Ordinary
    Shares”) in issue was 1 618 866 564, (“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 was as follows:

  - 1 352    049 949 Ordinary Shares, being 83.52% of issued Ordinary
    Shares   (“Standard Bank Voteable Ordinary Shares”); and
  - 17 427   400 Preference Shares, being 32.89% 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 1 – Presentation of annual financial statements
                                                                Ordinary
                   Total Ordinary Shares voted                   Shares
                                                                abstained
                      Against
        For (%)                        Number         %(1)         %(1)
                        (%)
         99.99          0.01        1 340 531 126    82.81        0.71
2. Ordinary Resolution 2 – Re-election of directors


                                                                   Ordinary
                         Total Ordinary Shares voted                Shares
                                                                  abstained

   Directors     For      Against
                                         Number         %(1)         %(1)
                 (%)        (%)
 2.1
   Geraldine
   Fraser-
   Moleketi     99.82       0.18      1 349 586 814     83.37        0.15
 2.2
   Martin
   Oduor-
   Otieno       99.45       0.55      1 349 811 704     83.38        0.14
 2.3
   André
   Parker       99.57       0.43      1 349 790 440     83.38        0.14
 2.4
   Myles
   Ruck         95.45       4.55      1 349 820 959     83.38        0.14
 2.5
   Peter
   Sullivan     97.90       2.10      1 349 797 002     83.38        0.14

3. Ordinary Resolution 3 – Reappointment of auditors


                                                                 Ordinary
                    Total Ordinary Shares voted                   Shares
                                                                abstained

                 For       Agains
                                        Number         %(1)          %(1)
                 (%)       t (%)
 3.1
                                                       83.
 KPMG Inc.       76.43      23.57    1 349 813 188     38            0.14
 3.2
 Pricewaterh
 ouseCoopers
                                                       83.
 Inc.            82.26      17.74    1 349 815 841     38            0.14
4. Ordinary Resolution 4 – Placing of the authorised but unissued
   ordinary shares under the control of the directors


                                                                          Ordinary
                    Total Ordinary Shares voted                            Shares
                                                                          abstained
                       Against
       For (%)                             Number           %(1)            %(1)
                         (%)
        93.01            6.99         1 349 814 206         83.38           0.14


5. Ordinary Resolution 5 – Placing of the authorised but unissued non-
   redeemable preference shares under the control of the directors


                                                                          Ordinary
                    Total Ordinary Shares voted                            Shares
                                                                          abstained
                       Against
       For (%)                             Number           %(1)            %(1)
                         (%)
        93.86            6.14         1 345 592 018         83.12           0.40

6. Ordinary Resolution 6 – Non-binding advisory votes on remuneration
   policy and implementation report

                                                                           Ordinary
                                                                            Shares
                              Total Ordinary Shares voted
                                                                           abstaine
                                                                              d
                       For       Against
                                               Number              %(1)       %(1)
                       (%)         (%)

 6.1
   Standard
   Bank Group’s
   remuneration
   policy             92.17       7.83      1345 027 164       83.08         0.43
 6.2
       Standard
       Bank
       Group’s
       implementa
       tion
       report         93.57       6.43      1 345 025 212      83.08         0.43
7. Special Resolution 1 – General authority to acquire the company’s
   ordinary shares


                                                             Ordinary
                Total Ordinary Shares voted                   Shares
                                                             abstained
                 Against
    For (%)                      Number           %(1)          %(1)
                   (%)
     99.37         0.63       1 349 215 779      83.34         0.18


8. Special Resolution 2 – General authority to acquire the company’s
   preference shares


                                                             Ordinary
                Total Ordinary Shares voted                   Shares
                                                             abstained
                  Against
     For (%)                     Number           %(1)          %(1)
                    (%)
      99.96         0.04       1 348 623 599     83.22          0.18
                                                             Preference
               Total Preference Shares voted                   Shares
                                                             abstained
                  Against
     For (%)                     Number           %(2)          %(2)
                    (%)
      99.97         0.03       17 310 801        32.67          0.22

  In regard to resolution number 2, the holders of Preference Shares
  were entitled to vote.


9. Special Resolution 3 – Loans or other financial assistance to related
   or inter-related companies


                                                             Ordinary
                Total Ordinary Shares voted                   Shares
                                                             abstained
                    Against
     For (%)                         Number         %(1)        %(1)
                      (%)
      98.22          1.78        1 349 705 193     83.37       0.14
10 Ordinary Resolution 10 – Requisition to report on the company’s
   assessment of greenhouse gas emissions and to adopt and publicly
   disclose a policy on lending to coal-fired power projects



                                                                        Ordinary
                                Total Ordinary Shares voted              Shares
                                                                        abstained
                         For       Agains
                                                Number          %(1)        %(1)
                         (%)        t (%)

  10.1 Company’s
       assessment
       of
       greenhouse
       gas
       emissions        38.18      61.82    1 250 227 935      77.23        6.29
  10.2 Policy on
       lending to
       coal-fired
       power
       projects
       and coal
       mining
       operations       55.09      44.91    1 288 102 910      79.57        3.95

(1)   Expressed as a percentage of 1 618 866 564 Standard Bank Issued Ordinary
      Shares.
(2)   Expressed as a percentage of 52 982 248 Standard Bank Issued Preference
      Shares.


Johannesburg
30 May 2019


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

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