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Results of Annual General Meeting and Retirement and Resignation of Directors
STANDARD BANK GROUP LIMITED
Registration number 1969/017128/06
Incorporated in the Republic of South Africa
Website: www.standardbank.com/reporting
SHARE CODES
JSE and A2X share code: SBK
ISIN: ZAE000109815
NSX share code: SNB
SBKP ZAE000038881 (First preference shares)
SBPP ZAE000056339 (Second preference shares)
JSE bond code: SBKI
("Standard Bank Group" or "the Company")
Results of Annual General Meeting and Retirement and Resignation of Directors
Standard Bank Group is pleased to advise its shareholders that all the ordinary and special resolutions
proposed in the Notice of the 2026 Annual General Meeting ("AGM") and tabled at the Company's AGM held
at 10h00 today, Monday 8 June 2026, were passed by the requisite majority of votes cast by shareholders.
As at Friday, 29 May 2026, being the AGM record date ("Voting Record Date"), Standard Bank Group's
share capital was as follows:
- the total number of ordinary shares of 10 cents each ("Ordinary Shares") in issue was
1 646 456 737, ("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 attendance or by submitting proxies) were
as follows:
- 1 277 485 628 Ordinary Shares, being 78% of issued Ordinary Shares ("Standard Bank Voteable
Ordinary Shares"); and
- 3 433 016 Preference Shares, being 6% of the issued Preference Shares ("Standard Bank Voteable
Preference Shares").
Notification was issued on 22 May 2026 giving immediate effect to Sections 5, 6 and 19 of the Companies
Amendment Act 16 of 2024 ("Amendment Act"). These amendments introduced, among other things,
changes relating to statutory remuneration policy and reporting requirements, as well as shareholder
approval by way of binding ordinary resolutions. The Standard Bank Group notice of its 2026 AGM was
circulated to shareholders on 24 April 2026 and, accordingly, the remuneration resolutions were proposed
as non-binding resolutions. Given that the 2026 AGM was conducted in accordance with the law prevailing
at the time of posting, the resolutions were put to shareholders as set out in the notice and not in terms of
the Amendment Act.
The voting details with respect to the proposed resolutions were as follows:
Against Abstain % of Issued
Resolution For (%) Total Votes
(%) (%)* Capital
1. Ordinary Resolution: Re-election/Election of directors
1.1 Heather Berrange 99.90% 0.10% 0.04% 1 276 811 808 77.55%
1.2 Paul Cook 99.68% 0.32% 0.04% 1 276 811 897 77.55%
1.3 Ben Kruger 96.72% 3.28% 0.04% 1 276 812 354 77.55%
1.4 Nonkululeko Nyembezi 98.33% 1.67% 0.04% 1 276 811 976 77.55%
Against Abstain % of Issued
Resolution For (%) Total Votes
(%) (%)* Capital
2. Ordinary Resolution: Re-election/Election of Group Audit Committee members
2.1 Heather Berrange 99.94% 0.06% 0.04% 1 276 811 879 77.55%
2.2 Sola David-Borha 88.06% 11.94% 0.04% 1 276 811 958 77.55%
2.3 Rose Ogega 99.75% 0.25% 0.04% 1 276 811 808 77.55%
3. Ordinary Resolution: Re-election/Election of Group Social, Ethics and Sustainability
Committee members
3.1 Sola David-Borha 98.99% 1.01% 0.04% 1 276 811 958 77.55%
3.2 Paul Cook 99.74% 0.26% 0.04% 1 276 812 065 77.55%
3.3 David Hodnett 98.40% 1.60% 0.04% 1 276 812 354 77.55%
3.4 Nonkululeko Nyembezi 99.31% 0.69% 0.04% 1 276 811 976 77.55%
3.5 Rose Ogega 99.76% 0.24% 0.04% 1 276 811 958 77.55%
3.6 Sim Tshabalala 98.41% 1.59% 0.04% 1 276 812 265 77.55%
4. Ordinary Resolution: Appointment/Re-appointment of independent external auditors
4.1 Deloitte 99.96% 0.04% 0.04% 1 276 812 265 77.55%
4.2 Ernst & Young Inc. 99.99% 0.01% 0.04% 1 276 812 265 77.55%
5. Ordinary Resolution:
Placing of authorised but
unissued non-redeemable 99.41% 0.59% 0.04% 1 276 812 251 77.55%
preference shares under the
control of the directors
6. Ordinary Resolution:
Placing of authorised but
unissued ordinary shares 89.78% 10.22% 0.04% 1 276 812 251 77.55%
under the control of the
directors
7. Ordinary Resolution:
General authority to issue
89.29% 10.71% 0.04% 1 276 812 251 77.55%
authorised but unissued
ordinary shares for cash
8. Non-binding Resolutions: Advisory votes
8.1 Standard Bank Group's
92.12% 7.88% 0.05% 1 276 707 442 77.54%
remuneration policy
8.2 Standard Bank Group's
remuneration implementation 93.76% 6.24% 0.14% 1 275 166 492 77.45%
report
9. Special Resolution: Approval of non-executive directors' fees
Standard Bank Group
9.1 Chairman 99.21% 0.79% 0.05% 1 276 707 442 77.54%
9.2 Lead independent director 98.06% 1.94% 0.05% 1 276 707 442 77.54%
9.3 Directors 98.89% 1.11% 0.05% 1 276 707 442 77.54%
9.4 International directors 98.52% 1.48% 0.05% 1 276 707 442 77.54%
Committees
9.5.1 Audit Committee
99.94% 0.06% 0.05% 1 276 709 393 77.54%
chairman
9.5.2 Audit Committee
99.94% 0.06% 0.05% 1 276 709 393 77.54%
members
9.6.1 Directors' Affairs
99.94% 0.06% 0.05% 1 276 708 993 77.54%
Committee members
9.7.1 Remuneration
99.94% 0.06% 0.05% 1 276 709 393 77.54%
Committee chairman
9.7.2 Remuneration
99.94% 0.06% 0.05% 1 276 709 393 77.54%
Committee members
9.8.1 Risk and Capital
Management Committee 99.94% 0.06% 0.05% 1 276 709 393 77.54%
chairman
9.8.2 Risk and Capital
Management Committee 99.94% 0.06% 0.05% 1 276 709 173 77.54%
members
9.9.1 Social, Ethics and
Sustainability Committee 99.90% 0.10% 0.05% 1 276 709 173 77.54%
chairman
9.9.2 Social, Ethics and
Sustainability Committee 99.90% 0.10% 0.05% 1 276 709 173 77.54%
members
9.10.1 Information Technology
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee chairman
9.10.2 Information Technology
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee members
9.11.1 Model Approval
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee chairman
9.11.2 Model Approval
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee members
9.12.1 Large Exposure Credit
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee chairman
9.12.2 Large Exposure Credit
99.94% 0.06% 0.05% 1 276 709 173 77.54%
Committee members
9.13 Ad Hoc Committee
99.94% 0.06% 0.05% 1 276 709 173 77.54%
members
10. Special Resolution:
General authority to acquire
99.51% 0.49% 0.05% 1 276 741 233 77.54%
the Company's ordinary
shares
11.Special Resolution:
General authority to acquire
the Company's non-
redeemable preference
shares
Total Ordinary Shares voted 99.87% 0.13% 0.05% 1 276 741 233 77.54%
Total Preference Shares voted 100% 0% 0.03% 3 419 123 6.45%
12.Special Resolution:
Loans or other financial
99.62% 0.38% 0.04% 1 276 812 196 77.55%
assistance to related or
inter-related companies
In regard to resolution 11 (special resolution), the holders of Preference Shares were entitled to vote.
*Based on the total number of shares in issue.
Retirement and Resignation of Directors
Further to SENS announcements dated 18 November 2025 and 24 April 2026, in accordance with the
provisions of the ruling JSE Listings Requirements at the time and the JSE Debt and Specialist Securities
Listings Requirements, Standard Bank Group confirms that Jacko Maree, Geraldine Fraser-Moleketi and
Nomgando Matyumza retired as directors, while Lwazi Bam resigned as a director, at the conclusion of the
Annual General Meeting held on Monday, 8 June 2026.
Jacko Maree, Geraldine Fraser-Moleketi, Nomgando Matyumza and Lwazi Bam also ceased to serve as
directors of The Standard Bank of South Africa Limited at the conclusion of its Annual General Meeting held
on 21 May 2026.
The board expresses its sincere appreciation to the directors for their exemplary leadership and immense
contributions during their tenure.
Johannesburg
8 June 2026
JSE sponsor
The Standard Bank of South Africa Limited
Namibian sponsor
Simonis Storm Securities (Proprietary) Limited
Date: 08-06-2026 05:30:00
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