Company Announcements

Result of AGM & Director changes

Source: RNS
RNS Number : 3436T
Standard Bank Group Limited
17 July 2020
 

Standard Bank Group Limited

17 July 2020

 

Results of Standard Bank Group Annual General Meeting

 

Standard Bank Group ("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, Friday, 26 June 2020, were passed by the requisite majority of votes cast by shareholders.

 

As at Friday, 19 June 2020, 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 1 619 929 317, ("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:

 

1 448 405 499 Ordinary Shares, being 89.41% of issued Ordinary Shares ("Standard Bank Voteable Ordinary Shares"); and

17 769 188 Preference Shares, being 33.54% 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   Maureen Erasmus

99.87

0.13

1 299 369 822

80.21

0.14

1.2 Trix Kennealy

98.71

1.29

1 293 302 622

79.84

0.52

1.3 Nomgando Matyumza

98.65

1.35

1 294 019 592

79.88

0.48

1.4 Jacko Maree

83.89

16.11

1 243 362 148

76.75

3.61

1.5 John Vice

99.22

0.78

1 299 371 854

80.21

0.14

1.6 Priscillah Mabelane

97.83

2.17

1 294 018 876

79.88

0.48

1.7 Nonkululeko Nyembezi

85.31

14.69

1 294 019 412

79.88

0.48

 

 

2.  Ordinary Resolution - Re-appointment of external auditors

 

Total Ordinary Shares voted

Ordinary Shares abstained

 

For (%)(1)

Against (%)(1)

Number

%(2)

%(2)

2.1 KPMG Inc.

71.78

28.22

1 299 480 296

80.22

0.14

2.2 PWC Inc.

79.82

20.18

1 299 478 953

80.22

0.14

 

 

3.  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)

94.13

5.87

1 299 463 089

80.22

0.14

 

 

4.    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)

96.49

3.51

1 299 457 623

80.22

0.14

 

5.  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)

5.1 Standard Bank Group's remuneration policy

88.33

11.67

1 295 898 007

80.00

0.36

5.2 Standard Bank Group's implementation report

86.35

13.65

1 295 895 765

80.00

0.36

 

 

6.  Special Resolution - approval of non-executive directors' fees

 

Total Ordinary Shares voted

Ordinary Shares abstained

 

For (%)(1)

Against (%)(1)

Number

%(2)

%(2)

Standard Bank Group *

6.1 Chairman

93.72

6.28

1 299 450 575

80.22

0.14

6.2 Directors of Standard Bank Group

94.99

5.01

1 299 449 625

80.22

0.14

6.3 International Directors

93.83

6.17

1 299 449 556

80.22

0.14

6.4 Audit Committee

6.4.1 Chairman

94.06

5.94

1 299 446 433

80.22

0.14

6.4.2 Members

95.25

4.75

1 299 446 433

80.22

0.14

6.5 Directors' Affairs Committee

6.5.1 Chairman**

94.06

5.94

1 299 446 433

80.22

0.14

6.5.2 Members

95.25

4.75

1 299 446 433

80.22

0.14

6.6 Remuneration Committee

6.6.1 Chairman

93.94

6.06

1 299 434 657

80.22

0.14

6.6.2 Members

95.25

4.75

1 299 431 619

80.22

0.14

6.7 Risk & Capital Management Committee

6.7.1 Chairman

94.06

5.94

1 299 446 432

80.22

0.14

6.7.2 Members

95.25

4.75

1 299 449 763

80.22

0.14

6.8 Social & Ethics Committee

6.8.1 Chairman

94.06

5.94

1 299 443 082

80.22

0.14

6.8.2 Members

95.25

4.75

1 299 443 083

80.22

0.14

6.9 Technology & Information Committee

6.9.1 Chairman

93.94

6.06

1 299 451 672

80.22

0.14

6.9.2 Members

95.25

4.75

1 299 451 673

80.22

0.14

6.10 Ad Hoc Committee+

Members

94.06

5.94

1 299 457 420

80.22

0.14

* Non-executive directors' fees in respect of 2020.

** Chairman fee is set but not paid.

+ Ad hoc committee of the board or board committee or attendance by non-executive director acting in an alternate capacity.

 

7. 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)

99.38

0.62

1 298 820 978

80.18

0.18

 

8.    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)

99.38

0.62

1 300 479 093

80.28

0.60

Total Preference Shares voted

Preference Shares abstained

For (%)(3)

Against (%)(3)

Number

%(4)

%(4)

99.48

0.52

17 489 549

33.01

0.53

 

In regard to resolution 8 (special resolution), the holders of Preference Shares were entitled to vote.

 

9. 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)

98.52

1.48

1 299 367 940

80.21

0.14

 

(1)  Expressed as a percentage of Standard Bank's voteable Ordinary Shares for the resolution.

(2)  Expressed as a percentage of 1 619 929 317 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 independent non-executive director

 

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, Standard Bank Group announces that, having reached retirement age, Peter Sullivan retired as an independent non-executive director at the close of the company's Annual General Meeting held today, Friday 26 June 2020. The board extends its sincere appreciation to Peter Sullivan for his invaluable contribution to the group.

 

Resignation of an independent non-executive director

 

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, Standard Bank Group announces the resignation of Priscillah Mabelane as an independent non-executive director on the boards of directors of Standard Bank Group and The Standard Bank of South Africa Limited owing to the change in her executive management responsibilities. The resignation from the Boards will take effect from 31 July 2020.

 

The Boards extend their appreciation to Priscillah for her contribution to the group and wish her success with her future endeavours.

 

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

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