Notice of AGM

Standard Bank Group Limited

24 April 2026

 

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 [e-mail].  

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
AGM	Monday, 8 June 2026 at 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 [e-mail] 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

 

END