SBN HOLDINGS LIMITED Annual Report 2022
NOTICE OF ANNUAL GENERAL MEETING continued
178
FORM OF PROXY
SBN HOLDINGS LIMITED
Annual report 2022
Kindly note that voting will be by proxy only. The exact process is set out in full in the Annual General Meeting notice published on our
website www.standardbank.com.na. Proxy forms can also be obtained from the website. Our annual report and our Environmental,
Social and Governance (ESG) report is available on the website for your information. You are more than welcome to pose any questions
in relation to the matters under discussion at the Annual General Meeting. These questions will be responded to individually and a
consolidated version will be placed on our website within two weeks of the meeting.
All holders of SBN Holdings shares will be entitled to vote by proxy prior to the Annual General Meeting. Voters are required to submit
their votes by proxy to the Transfer Secretaries of the Company, who will submit their votes at the Annual General Meeting on their behalf.
The holders of ordinary shares will each be entitled to one vote for every ordinary share held.
Questions:
Any questions on the financial performance of the Company during the period under review can be addressed to the Transfer Secretaries
who will provide a written response to the person who raised the question.
Proof of Identification Required:
Kindly note that meeting participants (including proxies) are required to submit reasonably satisfactory proof of identification when
submitting their votes to the Transfer Secretaries. Forms of identification include valid identity documents and passports.
Proxies:
The Form of Proxy for the Annual General Meeting, which sets out the relevant instructions for its completion, accompanies this notice.
In order to be effective, duly completed Forms of Proxy must be submitted to the Transfer Secretaries of the Company by no later than
15h00 (CAT) on Tuesday, 18 April 2023.
By order of the board of SBN Holdings Limited
Sigrid Tjijorokisa
Group Company Secretary
22 March 2023
For completion by the registered ordinary shareholders who hold ordinary shares of the Company for their vote in respect of the items to
be tabled for approval at the 2023 Annual General Meeting of the Company to be held at the Standard Bank Head Office, 1 Chasie Street
on 24 April 2023 at 08h30 (CAT).
I/We
Holder number
being the holder(s) of
Contact
ordinary shares in the Company do hereby appoint:
(Name in full)
as my/our proxy to act for me/us at the Annual General Meeting (as the case may be) which will be held for the purpose of considering
and, if deemed fit passing, with or without modification, the resolutions to be proposed thereat and at each adjournment thereof, and to
vote on such resolutions in respect of the shares in the issued capital of the Company registered in my/our name/s in accordance with the
following instructions (see note):
Ordinary Resolutions
For*
Against*
Abstain*
Ordinary Resolution 1: Approval of minutes of previous Annual General Meeting
Ordinary Resolution 2: Adoption of Annual Financial Statements for 31 December 2022
Ordinary Resolution 3: Approval of final dividend declared
Ms. Maria Dax (independent non-executive director) having reached the age limit of 70
(seventy) years as prescribed per the provisions of the (BID-1) that came into operation
on 16 December 2022, has tendered her notice to retire and is therefore, not eligible for
re-election. Ms Dax retires from the board of directors effective 24 April 2023.
4.2
Ordinary Resolution 4: Noting of Resignation and Retirement from Board of Directors
4.1
4.3
Transfer Secretaries (Pty) Ltd
44 Robert Mugabe Avenue (Entrance in Burg Street), Windhoek. Namibia
Tel +264 61 227647, e-mail [email protected].
Sponsor
IJG Securities (Pty) Ltd
Member of the NSX
4th Floor, 1@Steps
c/o Grove and Chasie Street
Kleine Kuppe
PO Box 186, Windhoek, Namibia
Registration No. 95/505
IJG
Securities (Pty) Ltd.
Member of the NS
Ms. Letitiea du Plessis has lodged her notice of resignation as Chief Financial Officer and
Executive Director from SBN Holdings Limited and Standard Bank Namibia Limited. Ms
du Plessis' resignation from the Board of Directors would be effective 24 April 2023.
In terms of the Company's Articles of Association, the following directors retire from the
Company.
In terms of the Board succession plan of the Company, which is aligned to the principles
of good corporate governance as enunciated in documents such as NamCode and King
IV and regulatory prescript as contained in BID 1 referred to in 4.1 above, these directors
do not offer themselves up for re-election, their retirement from the board of directors is
effective 24 April 2023:
4.3.1
4.3.2
4.3.3
Mr. Herbert Maier (independent non-executive director) (Board Chairperson)
Ms. Natasha Bassingthwaighte (independent non-executive director)
Ms. Birgit Rossouw (independent non-executive director)
Ordinary Resolution 5:Ratification of new director
5.1
To ratify the appointment of the following non-executive directors of the Company who
were appointed by the Board of Directors and approved by the Regulator effective 15
December 2022 and 10 March 2023 respectively and are now recommended by the
Board for election by shareholders:
5.1.1
5.1.2
Ms. Suné Brugman
Ms. Nangosora Ashley Tjipitua
Ordinary Resolution 6: Control of ordinary shares - SBN Employee Share Incentive
Ordinary Resolution 7: Control of unissued shares
Ordinary Resolution 8: Re-appointment of external auditors and authority to determine their
remuneration
Ordinary Resolution 9: Approval of non-executive directors' remuneration
Ordinary Resolution 10: Approval of the existing remuneration policy
Ordinary Resolution 11: Re-appointment of Audit Committee members
11.1
Ms. Silke Hornung (Chairperson)
11.2
Ms. Nangosora Ashley Tjipitua
11.3
Ms. Suné Brugman
Ordinary Resolution 12: Delegation of Authority
Insert an X in the appropriate space above to indicate how you wish your vote to be cast. However, if you wish to cast your vote in respect of
less than all of the shares that you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote.
Signed at
Assisted by me (where applicable)
Signature
this
day of
2023.
179View entire presentation