SBN HOLDINGS LIMITED Annual Report 2022

176 NOTICE OF ANNUAL GENERAL MEETING SBN HOLDINGS LIMITED Annual report 2022 177 SBN Holdings Limited (Incorporation in the Republic of Namibia) (Registration number 206/306) ISIN: NAOO0A2PQ3N5 Share Code (NSX): SNO SBN Holdings or the Company Notice is hereby given to all holders of ordinary shares of SBN Holdings Limited (the Company) that the Annual General Meeting of the shareholders of the Company will be held at the Standard Bank Campus, 1 Chasie Street on 24 April 2023 at 08h30 (CAT) for the following business: 1. Ordinary Resolution 1: Approval of minutes of previous Annual General Meeting RESOLVED THAT the minutes of the previous Annual General Meeting be, and hereby are, approved. 9. Ordinary Resolution 9: Approval of non-executive director's remuneration RESOLVED THAT the decision of the board of directors at the 3 March 2023 board meeting to increase board fees of independent non-executive directors by 5%, be approved. SBN Holdings Limited & Standard Bank Namibia Limited Members Chairperson SBN Holdings Limited & Standard Bank Namibia Limited Retainer Members No of meetings per annum Proposed 2023 annual fee (5%) Calculated fee per meeting 5% 4 72 610.80 18 152.70 4 145 226.20 36 306.55 2. Ordinary Resolution 2: Adoption of Annual Financial Statements RESOLVED THAT the Annual Financial Statements for the year ended 31 December 2022 be adopted. 3. Ordinary Resolution 3: Approval of final dividend declared 4. 4.1 RESOLVED THAT the final dividend declared on 22 March 2023 of 46 cents per ordinary share be, and hereby is, approved. Ordinary Resolution 4: Resignation and Retirement from Board of Directors Ms. M Dax (independent non-executive director) having reached the age limit of 70 (seventy) years as prescribed per the provisions of the Determination on the Appointment, Duties and Responsibilities of Directors, Principal Officers and Executive Officers of Banking Institutions and Controlling Companies (BID-1) that came into operation on 16 December 2022, retires from the board of directors effective 24 April 2023. 4.2 4.3 Ms. L. du Plessis has lodged her notice of resignation as Chief Financial Officer and Executive Director of 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: Herbert Maier (independent non-executive director) (Board Chairperson) Chairperson Board Audit Committee Members Chairperson Board Risk Committee Member Chairperson Board Directors Affairs Committee Member Chairperson Board Credit Committee Member Chairperson Board IT Committee Member Chairperson 4.3.1 4.3.2 Ms. Natasha Bassingthwaighte (independent non-executive director) 4.3.3 Ms. Birgit Rossouw (independent non-executive director) 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. Ordinary Resolution 5: Ratification of new director 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. 5.1 5.1.1 Ms. Suné Brugman 5.1.2 Ms. Nangosora Ashley Tjipitua Biographical information of the directors concerned is set out on page 42 of the Annual Report. 10. 4 88 278.76 22 069.67 4 176 348.40 44 087.10 4 122 358.12 30 589.53 4 150 818.32 37 704.58 4 30 589.53 30 589.53 4 37 704.58 37 704.58 4 30 589.53 30 589.53 4 37 704.58 37 704.58 4 30 589.53 30 589.53 4 37 704.58 37 704.58 4 30 589.53 30 589.53 4 37 704.58 37 704.58 Board Social Economic and Environmental Committee Member 2 61 179.06 30 589.53 Chairperson 2 75 409.16 37 704.58 Stanfin (Namibia) (Proprietary) Limited Member Chairperson 4 30 589.53 30 589.53 4 37 704.58 37 704.58 Standard Insurance Brokers (Namibia) (Proprietary) Limited Member Chairperson 4 30 589.53 30 589.53 4 37 704.58 37 704.58 Ordinary Resolution 10: Approval of existing remuneration policy RESOLVED THAT the existing remuneration policy remain in force, that no changes are proposed to the current policy and shareholders ratify the current remuneration policy. Ordinary Resolution 11: Appointment of Audit Committee members 11. 6. Ordinary Resolution 6: Control of ordinary shares Incentive Scheme SBN Employee Share 11.1 RESOLVED THAT the following independent non-executive directors be appointed as members of the Audit Committee: Ms. Silke Hornung (Chairperson) RESOLVED THAT all the ordinary shares required for the purpose of carrying out the terms of the SBN Employee Share Incentive Scheme ("the scheme") be, and hereby are, specifically placed under the control of the trustees of the scheme, who are hereby authorised and shall have the power to allot and issue those shares as they become required for the purpose of carrying out and giving effect to the terms of the scheme. 11.2 Ms. Nangosora Ashley Tjipitua 11.3 Ms. Suné Brugman 12. 7. 8. Ordinary Resolution 7: Control of unissued shares RESOLVED THAT all the authorised but unissued shares in the capital of the Company be, and hereby are, placed under the control of the directors who are hereby authorised to allot or issue shares on such terms and conditions as they deem fit, subject to the provisions of the Banking Institution Act 2 of 1998, Companies Act 28 of 2004 ("the Act"), the Articles of the Company and the Listings Requirements of the Namibia Stock Exchange ("NSX"), which provide, inter alia, that: ■Such issue of shares shall not in the aggregate exceed 10% of the Company's shares in issue; and ■The resolution for the issue of shares must be approved by a 75% majority vote cast in favour of such resolution. Ordinary Resolution 8: Re-appointment of external auditors and authority to determine their remuneration RESOLVED THAT PricewaterhouseCoopers Inc. be reappointed as auditors of the Company and authorise the directors to determine the remuneration of the auditors. Ordinary Resolution 12: Delegation of Authority RESOLVED THAT any one of the directors and/or the Group Company Secretary be and are authorised to do all such things, sign all such documents, procure the doing of all such things and the signatures of all such documents as may be necessary or incidental to give effect to all the resolutions proposed and passed at which meetings this resolution is proposed.

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