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Notice Of Annual General Meeting Of Standard Bank Group And Changes To The Board
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
JSE share code: SBKP
ISIN: ZAE000038881 (First preference shares)
JSE share code: SBPP
ISIN: ZAE000056339 (Second preference shares)
JSE bond code: SBKI
("Standard Bank Group / the Group")
THE STANDARD BANK OF SOUTH AFRICA LIMITED
Registration number 1962/000738/06
Incorporated in the Republic of South Africa
Website: www.standardbank.com/reporting
JSE bond code: BISTDB
("SBSA")
NOTICE OF ANNUAL GENERAL MEETING OF STANDARD BANK GROUP AND CHANGES TO THE BOARD
Notice is hereby given that Standard Bank Group's Annual General Meeting (AGM) of
shareholders will be held on Monday, 8 June 2026 at 10:00 as a hybrid meeting (in person in the
Auditorium at the Global Leadership Centre, 415 Summit Drive, Morningside and via electronic
communication on the Lumi meeting platform) as permitted by the JSE and in terms of the
provisions of the Companies Act 71 of 2008, and the Group's Memorandum of Incorporation. This
is to transact the business as stated in the notice of the AGM dated Friday, 24 April 2026. The
AGM notice also contains condensed consolidated financial information for the year ended
31 December 2025.
Shareholders who wish to participate in the meeting will need to register at https://smartagm.co.za
by clicking on the Standard Bank logo or submitting a written notice via email to Computershare
at proxy@computershare.co.za.
Shareholders who have dematerialised their shares and are in possession of a Letter of
Representation and/or shareholders who hold their shares in certificated form and wish to attend
the AGM in person and vote at the meeting but have not registered online, will be able to register
at the venue. To register at the venue, shareholders will be required to provide reasonably
satisfactory identification to the Transfer Secretary, Computershare, as set out in the notice. Once
registered, such shareholders will be able to participate in and vote at the AGM. Voting devices
will be provided to shareholders who wish to vote at the meeting.
A shareholders' guide to assist and provide meeting participation guidelines is available on
Standard Bank Group's Investor Relations website at:
https://www.standardbank.com/sbg/standard-bank-group/investor-relations/equity-
investors/shareholder-information.
Salient dates
Publication of annual reports, excluding the notice of the AGM Monday, 30 March 2026
Record date for shareholders to receive the AGM notice Friday, 10 April 2026
Publication and distribution of the AGM notice Friday, 24 April 2026
Last day to trade to be eligible to attend, speak and vote at the AGM Tuesday, 26 May 2026
Record date for eligible shareholders to attend, speak and vote at the AGM Friday, 29 May 2026
Completed proxy forms to be returned to transfer secretaries * Thursday, 4 June 2026
Last day to register for electronic participation Friday, 5 June 2026
Monday, 8 June 2026 at
AGM
10h00 (CAT)
Release of AGM results on the JSE Limited Stock Exchange News Service (SENS) Tuesday, 9 June 2026
*Any proxy forms not lodged by this date must be submitted to proxy@computershare.co.za prior
to the commencement of the AGM before the appointed proxy exercises any of the relevant
Shareholder's rights.
Shareholders are advised that Standard Bank Group's reporting suite, including the Annual
Integrated Report and the Annual Financial Statements for the year ended 31 December 2025, is
available on Standard Bank Group's website at https://www.standardbank.com/sbg/standard-
bank-group/investor-relations/results-and-reports.
RETIREMENT AND RESIGNATION OF NON-EXECUTIVE DIRECTORS
On 18 November 2025, shareholders were advised that, in accordance with the provisions of
paragraph 3.59 of the ruling JSE Listings Requirements at that time, and paragraph 6.42 of the
JSE Debt and Specialist Securities Listings Requirements, and in line with the Group's tenure
provisions, Jacko Maree, Geraldine Fraser-Moleketi and Nomgando Matyumza, having served on
the boards for longer than nine years, would retire as directors at the conclusion of the SBSA and
SBG Annual General Meetings (AGMs) scheduled to be held on 21 May 2026 and 8 June 2026
respectively. Consequently, they would step down from the board committees they serve on at the
conclusion of the AGMs.
In addition, Standard Bank Group announces that Lwazi Bam has been offered an executive
position outside of the Group, and will regrettably not have sufficient capacity to continue to serve
as a non-executive director of SBG and SBSA after he assumes the external executive role. He
will therefore not make himself available for re-election as a non-executive director on the boards
of SBSA and SBG at the upcoming AGMs of the respective companies and accordingly, he will
resign from the boards with effect from 21 May 2026 and 8 June 2026 respectively. Consequently,
he will also step down from the board committees that he serves on, and as lead independent
director, at the conclusion of the AGMs.
The boards of Standard Bank Group and SBSA express sincere gratitude to these directors for
their exemplary leadership and significant contribution during their tenure on the boards; and wish
them well in their future endeavours.
UPDATE TO DIRECTOR'S INDEPENDENCE CLASSIFICATION
The South African Reserve Bank (SARB) Prudential Authority's (PA) Directive 1 of 2026 (the
Directive), which came into effect in February 2026, applies to South African registered banks and
their controlling companies. In paragraph 7.1.2.8 (a), which stipulates that in exceptional cases, at
the sole discretion of the PA, and after considering factors such as the adequacy of mechanisms in
place to strengthen board independence, the board's relevant skills, experience, composition and
any other material factors, the PA may approve an extension to the nine-year period. Such approval
may be subject to specified conditions as deemed appropriate. The extension to remain as an
independent non-executive director may be granted for a period up to a maximum of 24 months.
In view of the board's determination in November 2025 to retain Trix Kennealy as a non-executive
director beyond her nine-year independence tenure, and in view of the board's determination that
she met all other requirements for independence, the board applied for an extension of Trix
Kennealy's independence classification for a period of 24 months.
The PA has formally approved the reinstatement of Trix Kennealy's independence classification
for a period of 24 months, subject to the boards' annual review and confirmation of her classification
as an independent non-executive director.
CHANGES TO THE RESPONSIBILITIES OF DIRECTORS
In accordance with paragraph 6.71 of the JSE Listings Requirements and paragraph 6.42 of the
JSE Debt and Specialist Securities Listings Requirements, shareholders are advised of the below
changes to director responsibilities.
To ensure continuity and a balance of independence on the board, and having noted that Trix
Kennealy meets the criteria for director independence as set out in the King V Code of Corporate
Governance and in SARB Directive 1 of 2026, the board resolved that the following changes would
take effect:
- Reclassification of Trix Kennealy as an independent non-executive director with effect from
24 April 2026.
- Appointment of Trix Kennealy as chairman of the Group Remuneration Committee and as a
member of the Group and SBSA Directors' Affairs Committees, with effect from the conclusion
of the Group's 2026 AGM.
Johannesburg
24 April 2026
JSE sponsor
The Standard Bank of South Africa Limited
Namibian sponsor
Simonis Storm Securities (Proprietary) Limited
Date: 24-04-2026 09:00:00
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