Standard Bank Group Limited (JSE:SBK)
South Africa flag South Africa · Delayed Price · Currency is ZAR · Price in ZAc
30,837
-285 (-0.92%)
Sep 10, 2026, 5:00 PM SAST
← View all transcripts

AGM 2025

Jun 9, 2025

Summary

The AGM highlighted resilient financial results, ongoing board renewal, and a strong focus on ESG, climate policy, and succession planning. Shareholders engaged on climate targets, project financing, and governance, with all resolutions passed by the required majority.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Good morning, ladies and gentlemen, welcome to the 56th Annual General Meeting of the Standard Bank Group. My name is Nonkululeko Nyembezi, Group Chairman of Standard Bank, and I am joined on the podium, first of all, on my right, by our Group Executive Officer, Sim Tshabalala, and on the left, our Group Secretary, Kobus Froneman. I wish to welcome our board members who are present today to respond to any questions shareholders may pose during the course of this meeting, notably the Chairs of board committees, as well as our Group Finance Director, whom I will introduce right now. Firstly, Jacko Maree, Deputy Chairman and Chairman of the Group Model Approval Committee. Trix Kennealy, Lead Independent Director and Chairman of both our Audit Committee as well as the Remuneration Committee. Geraldine Fraser-Moleketi, Chairman of the Group Social, Ethics and Sustainability Committee.

Paul Cook, Chairman of the Group Information Technology Committee, as well as Arno Daehnke, who, as I said, is the Group Finance Director. Joining us online is Ben Kruger, Chairman of our Group Risk and Capital Management Committee, as well as the Large Exposure Credit Committee. Other board members and members of our Group Leadership Council are also in attendance, either in person or online. We are also pleased to warmly welcome the Group's external auditors, our legal advisors, senior management, members of the media, and of course, our valued shareholders, investors and wider stakeholders that I may not have mentioned. As stated in my invitation, the AGM is an opportunity for shareholders to participate in discussions relating to items outlined in the notice of the meeting and to engage with the company and the board.

Shareholders can view the meeting live, vote, and ask questions both verbally and via text on the Lumi platform. We have also added the option of asking questions via video feed and for shareholders to interact with each other via the chat function. Kindly ensure that the questions you want answered in the meeting are posted in the questions section in the chat function. For those typing out their questions, you will be asked to select the category under which your question should be addressed. We welcome your questions, look forward to meaningful dialogue, both on matters on the agenda as well as, of course, in general. We meet today against a backdrop of continued global uncertainty, shaped by persistent geopolitical tension, shifting trade dynamics, economic and exchange rate volatility, of course, the accelerating impact of climate change.

Despite these headwinds, Standard Bank has delivered a resilient performance in 2024, with headline earnings growing by 4% and a return on equity of 18.5%. These results underscore the strength and relevance of our Africa-focused strategy, which continues to position us well for long-term sustainable growth. We would like to draw shareholder attention to the business update published on SENS on the 22nd of April 2025. This outlines our first quarter performance and reaffirms the Group's 2025 guidance initially released in March. The Group remains well capitalized and liquid and stands ready and able to serve the needs of our 20 million customers and support the economies and communities where we operate. In 2024, global inflation moderated, interest rates declined, and real gross domestic product remained relatively strong year-on-year at 3.2%. Sub-Saharan Africa, though, grew by approximately 3.8% in 2024, with similar growth expected in 2025.

The World Bank projects this momentum to accelerate in 2026 and 2027, driven by stabilizing inflation, rising investment, and stronger domestic demand. With East Africa's growth moderating, Africa is poised to become the fastest growing region globally over the medium term, offering a compelling opportunity for inclusive and sustainable development. Closer to home, South Africa's economy grew by 0.6% in 2024, mirroring the previous year's performance. While growth remains constrained by structural challenges, there are reasons for cautious optimism. Our economic research team forecasts improving GDP growth in the coming years as infrastructure constraints ease, confidence improves, and interest rates decline. This is supported by improvements in electricity supply, easing monetary policy, and gradual return of investor and consumer confidence following the national elections in 2024. Over the medium term, growth is anticipated to strengthen further as structural reforms continue to gain momentum.

In this complex and interconnected environment, the group has remained vigilant, striking a careful balance between seizing emerging opportunities and managing systemic risks, all the while upholding the highest standards of governance and integrity. Our commitment to sustainable growth remains unwavering. We continue to align our operations with global standards, deepen our impact, excuse me, across the continent, and invest in inclusive technology-driven solutions that support Africa's development ambitions. As we reflect on the past year and look ahead, I am proud of the progress we've made and confident in our ability to navigate the road ahead with purpose, resilience, and integrity. I now refer you to the agenda for today's AGM before we turn to the formal business of the meeting, which is now in front of you on the screen.

At this point, I wish to affirm that the meeting is duly constituted and the necessary quorum in terms of the Companies Act and the company's memorandum of incorporation is present. I can confirm that at least three members are present, and together with members appointing proxies, at least 25% of the issued share capital is represented at the meeting. I am also satisfied that the right number of shareholders or their proxies, to participate and vote at this meeting has been verified. To facilitate the smooth operation of the meeting, I will open the floor to questions in two parts, very similar to the format we adopted in the last AGM. The first part will deal with questions pertaining to resolutions being tabled at this meeting only, thereafter, voting will commence.

Once we have concluded the official business of the AGM, we will open the floor for general questions which can be topical. We will do our efficient as in order to afford all a general question an opportunity to do so. Any eligible shareholder or proxyholder attending the meeting is allowed to ask questions. Any member posing a question must state their name and that of the shareholder they represent where applicable. Please follow the instructions on your screen. I wish to remind shareholders that the reports published on our website contain comprehensive information regarding the company. The reporting suite includes detailed information in our annual financial statements, annual integrated report, governance report, remuneration report, risk and capital management report, sustainability disclosures, report to society, and climate related financial disclosures.

In responding to shareholder questions during the meeting, where relevant, we will refer you to the content of the aforementioned reports in instances where we believe it will comprehensively address your question. Should we not be in a position to provide a detailed response to any questions raised at the meeting today, we'll acknowledge these as an action to be deliberated on outside of this meeting and appropriately engage with you on such matters after the meeting. With regards to special resolution number 11, the holders of second preference shares are entitled to vote in accordance with the provision of the company's memorandum of incorporation.

The proportion of the second preference shareholders vote relative to total votes is determined by the aggregate amount of the nominal value of shares held by a secondary preference shareholder relative to the aggregate amount of nominal value of the ordinary and secondary preference shares issued by the company. The voting process is now open. I would like to highlight that the minutes of the 2024 annual general meeting of shareholders are available on the group's website. The notice convening the meeting, containing the ordinary and special resolutions to be proposed at this meeting, was circulated to shareholders and published on the company's website on the 25th of April 2025. The annual financial statements, the directors' report, and the audit committee report were published on the company's website on the 13th of March 2025.

The Group Social, Ethics and Sustainability Committee report was published as part of the governance report on the 28th of March 2025. I will take the notice and all of these reports as read. As envisaged in Section 23.5 of the Companies Act, a poll will be taken on all resolutions set out in the notice. The company has appointed Computershare to act as scrutineers for the purpose of this meeting. Shareholders or their proxies are invited to vote on resolutions at any time during the meeting. Please vote on each resolution by clicking through all the resolution numbers on the top of your screen on your devices. I will also allow time at the end of the meeting for you to finalize any outstanding votes.

I will propose all the resolutions except for ordinary resolution number three, which relates to the appointment of Group Social, Ethics and Sustainability Committee members. Given that I am included among the directors who are being proposed for election, I've asked Trix, the company's Lead Independent Director, to propose that resolution. The following items do not require formal resolutions. They are being presented to shareholders in line with the requirements of the Companies Act. Standard Bank Group's annual financial statements for the year ended 31st December 2024. The full audited annual financial statements of the group, including the directors' report and the report from the Group Audit Committee, are contained in the 2024 annual financial statements booklet, which is available on our website.

The report of the Group Social, Ethics and Sustainability Committee for the same year, the year ended 31st December 2024, is included in the 2024 governance report on pages 40 to 41, which is also available on the group's website. I will now open the floor to invite questions related to the annual financial statements or the reports and all the resolutions being tabled at the meeting.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, we've received several questions online so far. Many of these questions are related to matters that I believe we'll discuss under general that are sustainability related questions. If you allow me, I'll just go through the questions that we've received online and specifically look at those that are related to resolutions. In addition, if there are any other audio questions online, they are welcome to also indicate their request to ask questions. The first question we've received is from Gwendolyn Wellmann , and that is several points that are being asked in relation to EACOP and sustainability matters. I suggest that we deal with this question towards the end of the meeting when we get to the second chapter under general.

The next question that we've received is a question from Mehluli Mcube , and that also relates to questions in relation to ESG, and emerging technology, which is specific to board independence. I suggest again that we deal with that question later on in the meeting. We then have a question again from Mehluli Mcube on the remuneration policy. I suggest that we deal with that question, and I'll read it out to you. The question is remuneration policy transparency and ESG integration. That's the heading of the question specifically. While the remuneration report has improved, there remains limited disclosure on ESG metrics in STI and LTIs. The STI scorecard lacks non-financial target clarity, and the question is how does Remco justify the opacity and incentive structures, especially as ESG performance becomes increasingly material to enterprise value?

Will the board commit to embedding and disclosing clear, quantifiable ESG targets in executive HDI and LTI plans?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you very much, Mehluli, and welcome. It's good to see that you've joined our AGM again. I will turn over your question to the committee chair for our Remuneration Committee, Trix. Trix.

Trix Kennealy
Lead Independent Director, Standard Bank Group

Thank you, Madam Chair. We do take ESG into account, we list it under the heading of positive impact. We do take account of those. We do not disclose the minutia in terms of how we measure that. What we do undertake is to, in future, just give you the score for each of these measures rather than just the total for all of the non-financial. We do have some challenges with the matters on ESG because we are looking to not lag indicators, but lead indicators, and that is in the process of development. If you do, however, go to the implementation report, you will see that in terms of the people who are taking sustainable finance into their scorecards, we have indicated to you what the achievement had been over the past financial year. We take the comment as a fair comment about the disclosure.

We will not disclose competitive advantage questions in a public forum. We do take note, and we can give you every kind of confidence that we do look at these matters, and it is an evolving process, but we do disclose some of the matters. Thank you.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, I'll move to the next question that we've received. Again, I'm focusing specifically on those that are related to the resolutions. We've received a question from Nomsa Sibanda relating to our external auditors, and it says, "PwC has served as the group auditors for 61 years. Given that this tenure significantly exceeds the recommended best practice of a maximum of 10 years, when will the Audit Committee consider appointing a new audit firm?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you very much, Nomsa. We have a very hardworking audit committee chair and remuneration committee chair on my left. Trix, you're on again.

Trix Kennealy
Lead Independent Director, Standard Bank Group

Thank you for the question, Nomsa. We are recommending PwC for the last time this year. You will note that in terms of the mandatory audit firm rotation, we onboarded EY for the first time as the signing partners in the year 2024. In 2025, we have issued the SENS to say that the audit committee has done the evaluation, and we will be recommending the appointment of Deloitte at our next annual general meeting to replace PwC. There was no benefit because the rules were very strict and early rotation wouldn't have benefited us, and the market is a limited availability for actually executing on the audit. This would be the last year for PwC, and the SENS have gone out to say that we will be recommending the appointment of Deloitte in the year 2025 for 2026 in the coming up, the next annual general meeting.

We will have Deloitte shadowing PwC during this year to ensure a smooth handover. We've done the same with EY, and it actually delivers very good results for both the auditee as well as the auditing firms. Thank you, Trix.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, I'm going back to a question from Hluuli Ngubane, which relates to board independence and skills mix. The question is, several independent non-executive directors, including four who will reach their nine-year tenure limit by November 2025, are due for reclassification. This represents over 30% of the independent board cohort. Can the board commit to prioritizing new appointments with ESG and emerging technology, for example, AI expertise?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you again, Hlueli. You're quite right, of course, this did not happen at the last moment. We've been aware of this impending cliff, if you would call it that, for some time. The board embarked on board renewal through its directors affairs committee that I chair, from around the back end of 2022, in fact, beginning of 2023. However, it is our choice to not have too many directors join at the same time. Otherwise, you just redirect the cliff at nine years from today. As you would have noted, we've had several new independent directors join the board, Sola being one who joined last year. Rose Ogega has also joined, and we are in the process of appointing yet another board director. The skills matrix has made it clear where the board feels that we are well covered from a background and expertise perspective.

You're quite right that ESG and technology broadly, and AI specifically, do constitute one or two of the areas that we are prioritizing alongside core board skills, which is business acumen, and all of the rest of board governance that you would understand we would prioritize. You should be looking out for those appointments as they get made. I do want to say, though, that the board has also taken the view that where emerging developments will basically be pervasive across the business and therefore cannot really be located in one area. Let's say, for example, the IT committee, where the board as a whole needs to understand the new territory because it affects just about everything we do. We are embarking on a board development program that touches on that so that the board as a whole gains those skills.

We do have both an idea that we will have independent directors with their required expertise as well as the rest of the board with those particular ones. Here I really am thinking of ESG in particular because ESG is pervasive across our business.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, we have a question on REM. Another question from Zizipho Mabuya . Standard Bank has done an annual multivariate regression analysis conducted since 2019 to assess gender pay gaps. Could Standard Bank provide additional disclosure of the study's findings, including the magnitude and significance of any identified pay gaps, as well as specific actions taken to address them?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Sizipho. Trix?

Trix Kennealy
Lead Independent Director, Standard Bank Group

Thank you for the question. We do analyze pay gap. It has not been new. It's been done over the past, I would guess about eight or nine years. There are no pay gaps. We can confirm that to the audience that we are looking at it. We don't have any. We see some in the African continent, that's got mainly due to a lack of the necessary skills across the gender base. In the overall, the organization has got no gender skill gap to actually report.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you. Kobus, another one.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, I'm having a look. We've got a question on executive succession planning, which we could potentially cover under general.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Correct.

Kobus Froneman
Group Secretary, Standard Bank Group

We have a question again on board composition from Zizipho Mabuya . Given that a significant proportion of the board is currently between the ages of 60 and 69, could the board kindly provide further insight into the succession planning processes in place to ensure continuity, effective oversight, and the long-term stability of governance for the group?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thanks, Sizipho. I believe that the answer that I provided to Hluuli does cover your question to some degree. I think you should expect that the average age on the board would continue to be fairly high. Just given the nature of a bank board, there is an intense amount of time that needs to be devoted to board and board-related matters, which people who are still in a heavy duty executive career would find quite difficult to cope with. This tends to be true across the banking industry worldwide. However, I will say that where an opportunity does present itself to also attract younger members to the board, we do that. We've got a few right now whom I shall not embarrass who've helped us to bring the average age down. That is actually quite a serious intent because clearly the customer set that we cover, covers all ages.

It's something that we are constantly looking out for. At this point, we feel quite confident that our planning processes are well on track to ensure continuity as you outline.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, there's a follow-up question from Zizipho Mabuya , which is potentially similarly focused on skills. I'll read it out. "In reference to the 12-month climate focus program launched in partnership with the Gordon Institute of Business Science in March of this year, could the board kindly disclose how many of its members are participating in this initiative? Additionally, is the board undertaking any further measures to bridge the identified skills gap in climate and ESG matters at the board level?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

I almost feel like letting Kobus answer this question because he has been the architect of our program, but I understand to do that. All of board members are participating in this program. It is not on a volunteer basis. It is a mandatory board development program. I will just say, Sizipho, that this is located within a broader board development program that the Standard Bank board has embarked on since before I joined the board, in fact. So with our quarterly cycle of board meetings, we dedicate a morning every quarter to board development on any topics that at that point seem to us to be pertinent. The board in the past, for example, has devoted some of those sessions to cybersecurity, others to AI and broader technology, digital platforms, et cetera. As you rightly point out, this year, we have selected ESG broadly.

We are halfway through the year. We anticipate the program will finish in the first quarter of 2025 or thereabout. To support the in-person sessions that we have with GIBS in the boardroom, we have also curated a set of papers on our Degreed platform, which is the Standard Bank Group's internal learning platform for all of staff. We have created a board sub-element of that, where board members find interesting papers and other material that they can read to skill up in this area. I have personally looked at that. They are of quite a high standard. All, I think, on track to achieve that which we said to achieve in this area.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, I wish to acknowledge the questions again just from Gwendolyn Wellmann . That is questions on sustainability and climate specifically, which we will deal with towards the end of the meeting. Then we have a question from Khulun Qube on climate transition as well, which we will cover at the end of the meeting. From Zizipho Mabuya on the 2022 shareholder resolution which was requested. Then we have the succession planning question received from Khulun Qube as well. Lastly, we have a specific project question from Itumeleng Mphake . Other than those, there are no specific questions at this point that relates to the resolutions.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you very much, Kobus, and thank you to all the shareholders who have posed all of those questions. I am sure that if we did not answer them to your satisfaction, you will be back with follow-up questions later on. For the moment, I am now going to proceed to step us through the ordinary and special resolutions that are being proposed at the meeting. Starting with ordinary resolutions number one to six, which must be supported by more than 50% of the voting rights exercised on each of those. Ordinary resolution number seven must be supported by 75% of the voting rights exercised to be approved by shareholders. I propose that the following ordinary resolutions be considered for adoption, starting with the re-election of directors. In considering ordinary resolutions 1.1 to 1.5, please refer to the governance report.

In accordance with clause 7.1 of the company's MOI, Geraldine Fraser-Moleketi, Trix Kennealy, and Li Li will retire by rotation and being eligible, offer themselves for re-election. Rose Ogega and Fenglin Tian, who were appointed to the board since the last AGM, retire as directors and being eligible, offer themselves for election. In determining to present these directors to shareholders for re-election, the board has considered its overall composition, evaluated each non-executive director taking into account their skills, expertise, knowledge, performance, independent judgment, and contribution to board deliberations, and now take the opportunity to recommend that the above-mentioned directors be re-elected by you, our shareholders. A brief curriculum detail of all directors standing for re-election are included as Annex C of the notice on pages 21 and 22. Martin Otieno will retire at the conclusion of this meeting.

On behalf of the members of the board, I would like to extend our sincere appreciation to Martin for his contribution over the past almost 10 years, actually, and wish him all of the best in his future endeavors. Shareholders or their proxies should indicate their votes in respect of resolutions 1.1 to 1.5 to approve the re-election of Geraldine Fraser-Moleketi, Trix Kennealy, Li Li, Rose Ogega, and Fenglin Tian as directors of the company. For each director being re-elected or elected, the vote is done via separate poll on the voting platform. 1.1, shareholders or their proxies should now indicate their vote in respect of Resolution 1.1 to approve the re-election of Geraldine Fraser-Moleketi as a director of the company. 1.2, shareholders or their proxies should now indicate their vote in respect of Resolution 1.2 to approve the re-election of Trix Kennealy as a director of the company.

1.3, shareholders or their proxies should now indicate their vote in respect of Resolution 1.3 to approve the re-election of Li Li as director of the company. 1.4, shareholders or their proxies should indicate their vote in respect of Resolution 1.4 to approve the election of Rose Ogega as a director of the group. Shareholders or their proxies should now indicate their vote in respect of Resolution 1.5 to approve the election of Fenglin Tian as a director of the company. We move on to item two or agenda item two, re-election of Group Audit Committee members, also an ordinary resolution. Section 94 of the Companies Act requires, amongst other things, that each Annual General Meeting of a public company, shareholders should appoint an audit committee comprising at least three members who are independent, non-executive directors of the company.

Section 94 of the Companies Act also states that this does not apply to the appointment of an audit committee by a company that is subject to Section 64.4 of the Banks Act 94 of 1990 as amended. Standard Bank Group as a registered bank controlling company of The Standard Bank of South Africa Limited is subject to Section 64 of the Banks Act, which requires the board of directors, as opposed to shareholders, to appoint at least three members of its members to serve as audit committee members. To afford shareholders the opportunity to vote on the appointment of the Group Audit Committee members, the board has elected to propose their re-election to shareholders of the company.

The board has reviewed the composition of the group audit committee against the requirements of the Companies Act and the Banks Act, and has confirmed that the members have the necessary knowledge, skills, and experience to enable the committee to perform its duties in terms of the statutes. The appointments are made against objective criteria that include skills, knowledge, experience, and independence, with due regard for the benefits of diversity on the board, including gender. Abridged CVs of members of the group audit committee standing for re-election here today are included in Annexure C of the notice on pages 22 and 23. Shareholders or their proxies should indicate their votes in respect of Resolution 2.1 to 2.5 to approve the re-election of Lwazi Bam, Sola David-Borha, Trix Kennealy, Nomgando Matyumza, and Rose Ogega as members of the group audit committee of the company.

For each member being reappointed, the voting is done via a separate poll on the voting platform. 2.1, shareholders or their proxies are now being invited to cast their vote in respect of Resolution 2.1 to approve the re-election of Lwazi Bam as a member of the group audit committee. 2.2, shareholders or their proxies should cast their vote in respect of Resolution 2.2 to approve the election of Sola David-Borha as a member of the group audit committee. 2.3, shareholders or their proxies should now indicate their vote in respect of Resolution 2.3 to approve the re-election of Trix Kennealy as a member of the group audit committee. Shareholders or their proxies should now indicate their vote in respect of Resolution 2.4 to approve the re-election of Nomgando Matyumza as a member of the group audit committee.

Finally, shareholders or their proxies should now indicate their vote in respect of Resolution 2.5 to approve the election of Rose Ogega as a member of the group audit committee. I will now hand over to Trix to propose resolution number three.

Trix Kennealy
Lead Independent Director, Standard Bank Group

Thank you, Chair. In accordance with the Companies Act 71 of 2008, called the Companies Act, from here on as amended pursuant to the Companies Act Amendments, Section 618C3, read with Section 729A small A, shareholders are required to elect a Social, Ethics and Sustainability Committee at each AGM of the company. The board has reviewed the composition of the Group Social, Ethics and Sustainability Committee against the requirements of the Companies Act and has confirmed that the committee complies with the relevant regulatory requirements and that the majority of members are independent and have the necessary knowledge, skills, and experience to enable the committee to perform its duties in terms of these statutes. The appointments are made against objective criteria that include skills, knowledge, experience, and independence, and with due regard for the benefit of diversity on the board, including gender.

Abridged curriculum vitae of the members of the Group Social, Ethics, and Sustainability Committee standing for re-election are included in Annexure C of the notice on pages 23 and 24. Shareholders or their proxies should indicate their votes in respect of resolutions 3.1 to 3.7 to approve the re-election of Geraldine Fraser-Moleketi, Lwazi Bam, Paul Cook, Sola David-Borha, Jacko Maree, Nonkululeko Nyembezi, and Sim Tshabalala as members of the Group Social, Ethics, and Sustainability Committee of the company. For each member being reappointed, the voting is done via separate poll on the voting platform. 3.1. Shareholders or their proxies should now indicate their vote in respect of resolution 3.1 to approve the election of Geraldine Fraser-Moleketi as a member of the Group Social, Ethics, and Sustainability Committee.

3.2. Shareholders or their proxies should now indicate their vote in respect of resolution 3.2 to approve the election of Lwazi Bam as a member of the Group Social, Ethics, and Sustainability Committee. 3.3. Shareholders or their proxy should now indicate their vote in respect of resolution 3.3 to approve the election of Paul Cook as a member of the Group Social, Ethics, and Sustainability Committee. 3.4. Shareholders or their proxies should now indicate their vote in respect of resolution 3.4 to approve the election of Sola David-Borha as a member of the Group Social, Ethics, and Sustainability Committee. 3.5. Shareholders or their proxies should now indicate their vote in respect of resolution 3.5 to approve the election of Jacko Maree as a member of the Group Social, Ethics, and Sustainability Committee.

3.6. Shareholders or their proxies should now indicate their vote in respect of resolution 3.6 to approve the election of Nonkululeko Nyembezi as a member of the Group Social, Ethics, and Sustainability Committee. Lastly, 3.7. Shareholders or their proxies should now indicate their vote in respect of resolution 3.7 to approve the election of Sim Tshabalala as a member of the Group Social, Ethics, and Sustainability Committee. I will now hand back to the chair.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you very much, Trix. As you can see, a very popular committee that's probably got the most number of NEDs other than the Risk Committee. Let me remind shareholders again that you may continue to submit questions on the designated question box, which we will shortly address as we get to the general Q&A at the end of the voting or the formal section of the meeting. We move on now to ordinary resolution number 4, which consists of two ordinary resolutions relating to the reappointment of external auditors of the company. For the purpose of the 2025 financial year, the audit committee has evaluated the independence and performance of PricewaterhouseCoopers Incorporated and Ernst & Young Incorporated and has recommended their reappointment as joint auditors of the company, respectively.

Shareholders or their proxies should indicate their votes in respect of resolutions 4.1 and 4.2 to approve the reappointment of PricewaterhouseCoopers Incorporated and Ernst & Young Incorporated as joint auditors of the company for the year ending 31st December 2025. For each auditor, the voting is done via a separate poll on the voting platform, starting with 4.1, PricewaterhouseCoopers. I now invite you to cast your vote in respect of resolution 4.1 to approve the reappointment of PricewaterhouseCoopers Incorporated as auditors of the company in terms of Section 90.1A, subsection B of the Companies Act for the financial year ending 31 December 2025.

Similarly, shareholders or their proxies are also invited to indicate their votes in respect of resolution 4.2 to approve the reappointment of Ernst & Young Incorporated as auditors of the company in terms of the same section of the Companies Act 90.1A, subsection B, for the financial year ending 31 December 2025. Moving on to agenda item or resolution number five, dealing with the placing of authorized but unissued non-redeemable preference shares under the control of the directors. The following ordinary resolution provides the directors with the ability to allot and issue non-redeemable, non-cumulative, non-participating variable rate par value preference shares.

The resolution places the said shares under the control of the directors who are authorized to issue the preference shares at their discretion until the next AGM of the company and is subject to the aggregate number of preference shares able to be issued in terms of this resolution, being limited to 2.5% of the number of preference shares in issue as at 31 December 2024. The exact wording of the resolution is set out in resolution five of the notice. Shareholders or their proxies should now please indicate their vote in respect of this resolution five. Resolution number six, placing the authorized but unissued ordinary shares under the control of the directors.

This resolution is being proposed to renew the authority to place the unissued ordinary shares of the company under the control of the directors who are authorized to issue the ordinary shares at their discretion until the next AGM of the company, subject to the aggregate amount of shares able to be issued being limited to 2.5% of the number of ordinary shares in issue as at 31 December 2024, provided that the aforementioned limitation shall not apply to any issue of ordinary shares for acquisition of assets or where the ordinary shares are issued pro rata to the shareholder's existing shareholding. The exact wording of the resolution is set out in resolution six of the notice. Shareholders or their proxies should now cast their vote in respect of resolution number six.

I now direct your attention to resolution number seven, dealing with the general authority to issue authorized but unissued ordinary shares for cash. The following ordinary resolution provides the directors the ability to issue ordinary shares of the company for cash. It allows for issuances to related parties limited to 1.5% of the number of ordinary shares in issue as at 31 December 2024. The exact wording of the resolution is set out in the notice. Shareholders or their proxies should now please indicate their vote in respect of resolution number seven. Resolution number eight, a non-binding advisory role on the remuneration policy and remuneration implementation report. Shareholders are requested to endorse by way of separate non-binding advisory votes as recommended by the King IV Report on Corporate Governance and the JSE listings requirements.

Resolution 8.1 in relation to Standard Bank Group's remuneration policy and resolution 8.2 in relation to the Standard Bank Group's remuneration implementation report is set out from page seven and 22 respectively of the company's remuneration report available on the Standard Bank Group's website. Shareholders or their proxies should now indicate their votes in respect of resolutions 8.1 and 8.2 to support the company's remuneration policy and endorse its remuneration implementation report. The vote is done under separate polls on the voting platform. I now direct your attention to special resolution numbers 9-12 and remind you that for a special resolution to be approved by shareholders, it must be supported by 75% or more of the voting rights exercised on that resolution. I propose that the following special resolution be considered for adoption, and this is relating to the approval of non-executive directors' fees, special resolution number nine.

Shareholders are asked to approve non-executive directors' fees. The fees, as detailed in special resolutions 9.1-9.12 in the notice to members on page seven, were considered by the Group Remuneration Committee and have been recommended by the board. I do not intend to read out the actual remuneration proposed, as this is set out in detail in the notice. The voting is done via a separate poll on the voting platform, and I now invite shareholders or their proxies to indicate their vote in respect of these special resolutions from 9.1-9.12, as I said, to approve the fees to be paid to the non-executive directors of the company during 2025 until a new resolution is presented to shareholders in 2026. Special resolution number 10, dealing with the general authority to acquire the company's ordinary shares.

The directors of the company intend, if circumstances permit or are appropriate, to implement a repurchase of the company's ordinary shares as permitted in terms of the Companies Act, the Banks Act, and the listings requirements, either by the company or one of its subsidiaries. The purpose of this special resolution is to generally approve, in terms of the provisions of the Companies Act, the acquisition by the company and/or a subsidiary of the company of ordinary shares issued by it, subject to the listings requirements. The exact wording of the special resolution is set out in special resolution number 10 of the notice. Shareholders or their proxies should now indicate their vote in respect of this special resolution number 10. Special resolution number 11.

The directors of the company intend, if the circumstances are appropriate, to implement repurchases by the company of its non-redeemable, non-cumulative, non-participating variable rate par value preference shares as permitted in terms of the Companies Act, the Banks Act, and the listings requirements by means of general repurchases as defined in the listings requirements. The purpose of this special resolution is to generally approve, in terms of the provisions of the Companies Act, the acquisition by the company of preference shares subject to the listings requirements. The exact wording of the special resolution is set out in special resolution 11 in the notice to members. Shareholders or their proxies should now cast their votes in respect of this special resolution number 11. Special resolution number 12, dealing with loans or other financial assistance to related or interrelated companies.

Companies within the group receive and provide loan financing and other support to each other in the course of business. The reason for this special resolution is to grant the directors of the company the authority to provide financial assistance to any company or corporation which is related or interrelated to the company. In terms of the Companies Act, any company which provides financial assistance to any company or corporation which is related or interrelated to the company, is required to be authorized to do so in terms of a special resolution on the terms and conditions which the directors of the company may determine. Special resolution number 12, as set out in the notice, provides the company with this authority. Again, the exact wording has been provided on page nine of the notice.

We now request shareholders or their proxies to cast their vote in respect of special resolution number 12. Shareholders or their proxies who have not yet cast their vote for any of the aforementioned resolution should take the opportunity to do so now. You have a few minutes to complete your voting, before we close the voting platform. We will just take a minute's pause to allow you to do that. I am reliably informed that voting has been completed, and that the voting platform will now be closed. So I open the floor to general questions, starting with those that were posed right at the start of the meeting. As I said before, we will have all our board members and senior management present to answer your questions. We will start with Gwen's questions on the eco financing decision.

Before delving into the substance of all the individual questions on the due diligence, et cetera, I'm going to invite Ben Kruger, who chairs our Large Exposure Committee that deals with credit matters of the bank, to just outline the board's duty and the boundary between us and the executive management, in relation to financing decisions and how that affected the eco financing decision. As well as actually the other question asked on the same theme, which related to the gas project by Renergen, I think it was. Ben, if you could just outline the workings of the Large Exposure Committee, please. Is Ben coming on?

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, I'll check with colleagues at the back. He might have a technical problem. We can maybe come back to the question.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Okay. If you just keep that at the back of your mind, unless any other member of the Large Exposure Credit Committee present would wish to take that question. Did you say something, Jacko? No. Okay. We'll come back to the financing role of the board in respect to all projects and in particular EACOP in a minute. I am now going to hand over to Geraldine who chairs our Group Social, Ethics and Sustainability Committee to outline the board's activity in this area, specifically relating to the EACOP project.

Geraldine Fraser-Moleketi
Chairman of the Group Social, Ethics and Sustainability Committee, Standard Bank Group

Thank you very much, Chair. Thanks to Gwendolyn Wellmann for the question. I'm particularly going to deal with the areas on the environmental and social due diligence process. On EACOP, Standard Bank Group actually undertook an exhaustive due diligence prior to our decision to provide finance to the project, with a key focus being on environmental and social risks. This also included a comprehensive assessment across multiple dimensions, including detailed environmental, social, and human rights due diligence. These were done by independent third parties. We engaged in rigorous due diligence and ongoing monitoring. This of course, is done by management regarding the social impact of the EACOP project. Here we also ensure that there's engagement with parties that are appropriately authorized and empowered to deal with complaints and alleged human rights violations.

We are satisfied that the project meets the necessary social and environmental requirements under the Equator Principles and the associated IFC performance standards. It's also necessary to state that, as I said earlier, there was this full independent environmental and social due diligence, and the lenders' independent environmental and social consultant dealt with this. The review, well, I don't think I went into the specificities thereof, but I do want to state now, identified no red flags and highlighted areas covering biodiversity, climate change, litigation, and reputational risks to be addressed as part of the environmental and social action plan. This will form part of the borrower contractual E&S commitment as required in terms of the Equator Principles, which is the last question that you've raised as well.

We are satisfied that this has been done. I'd also encourage you to go to the EACOP website to look at the report that has been drafted. There is a non-technical report that's been provided that goes into the details and even mentions the name of the independent company involved in this process. Does it align with our stated environmental, social, and governance commitment? Absolutely. We've ensured, as part of our exhaustive due diligence process, as I indicated in the beginning, that these requirements are met. I think that covers it. Thanks, Chair.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you very much, Geraldine. I see now Ben has come on camera. I will now redirect the question on financing of EACOP or that decision, Ben. I had asked that you just outline the Large Exposure Committee's work in this area, what that committee conducts on behalf of the board, and what is left to management. There was also a very specific question on a name, which clearly is not something that we can discuss in public. I'm sure you will enlighten the meeting in your response.

Ben Kruger
Chairman of the Group Risk and Capital Management Committee, Standard Bank Group

Thank you. Thank you, Chair, and thank you, shareholders, for a very interesting question. Clearly, EACOP has been an extraordinarily complex transaction for the bank. We must have met and debated this particular transaction, I would imagine about 16 times from 2021 till where we are right now. The credit committees and risk committees are tasked with ensuring that we have the fulfillment of two core principles. First of all, we need to protect the bank from a risk perspective and ensure that for the risks that we take, we achieve the correct return for shareholders. Then on the other side, we need to ensure that with limited capital, that we play the strongest role that we can in the development of countries, the economies, and growth to GDP of these countries.

If I start with the second component, the business rationale, EACOP clearly is a strategic asset for the region in East Africa. Standard Bank is a leading energy and infrastructure bank. This will be the single largest foreign direct investment in East Africa's history at an amount of $5.8 billion. We have had several outside consultants performing work on this. The macroeconomic study performed by Conningarth Economists produces a very positive benefit analysis for the countries. It would add about $8.9 billion to Uganda's current $35 billion of GDP, which clearly is quite significant. Also, $21.9 billion to national capital formation over the life of the transaction. It would create 123,000 employment opportunities, of which 5.5% would be short-term and 95% would be long-term, providing households with close to $10 billion over the time of this project.

In parallel to the requirement, the foundational infrastructure elements that will facilitate this project is quite enormous. There will be more than 1,000 kilometers of upgraded roads, that would clearly help the economic development of both Uganda, Tanzania, and the trade corridor. I can actually continue quite a long way down further statistics on this. This is really quite an important transaction. From the bank's risk perspective, this is one of those transactions that would be easier not to do than to do. After debating this, we believe that this is the right thing to do. How do we limit the risk exposure?

When you look at this part of the bank, the CIB franchise, where this business will reside, as well as the next question, the gas business, you will see that we have a very low expectancy of credit losses in these businesses, which means that we don't really anticipate losing much money, which relies on high levels of structuring, very careful selection of the projects, and very clear and detailed execution of whatever gets put forward. The board has a responsibility to review what management does, take a step back, and then assess whether this is reasonable within the context of what we're doing. Where do we take comfort on something like this? First and foremost, the key lead in this project would be TotalEnergies. They are a major participant in energy across the Africa continent.

They have a very strong focus on being more climate conscious amongst all the large oil companies, and a significant skill base and how to analyze these projects. In working with them, we could clearly see that they were very keen and very happy to pursue and to answer all the questions that our teams had. Our teams did a very detailed due diligence on absolutely everything on this project, and came away every time with some adjustments and some changes to this that made the project more bankable. In addition to TotalEnergies, the other big shareholders, the two biggest other shareholders would be the government of Uganda as well as the government of Tanzania. Three core participants all aligned to try and make this a success. The bank has a fair amount of experience considering the Temane gas projects, which was done maybe 25 years ago.

The bank, they structured and financed a pipeline of more than 3,000 kilometers. This is a pipeline of about 1,400 kilometers. The executive teams with the due diligence that they presented to the risk committees, convince the board that the risk here is quite acceptable. Apart from all the complexities on the other side of this dealing with climate and where we are in a phase of transition. We have listened to the chief executive talk about the just transition and the way he presents that again made a very compelling case. When we take a step back from this, the bank's exposure, as you can see, is not a significant exposure, but it's a very important exposure. It's an exposure that brings to the consortium a lot of publicity and a lot of detailed work that need to be done.

A platform for participants and stakeholders like this to raise questions that are very important. The bank is equally aligned with all climate participants to ensure that what we deliver over the next 25 years is the right thing for Africa. You can see the work done on the climate policies, et cetera, et cetera. When we take a step back, we feel that the due diligence done by management has been exceptionally detailed and very frank and direct and transparent. Likewise, the interactions with the major role players have been equally so. We take comfort from where we've ended up with all the scenario analysis from a financial risk perspective. We don't expect this to impede or change any of our target ratios for credit losses.

Clearly, from an economic capital point of view, as opposed to just straight credit risk, this is a more complicated project. The credit committees don't just look at large projects, but they also look at projects with higher economic capital. This clearly is a project that would have high economic capital given the illiquidity and the complexity of the project. Again, on that hurdle, the bank was sufficiently comfortable. On the other gas project, I'm not going to speak directly to that. That clearly is related to a client. It's a small exposure for the bank. It is, at this point in time, a noisy exposure and the bank stays very close to that and will remain very close to that.

We didn't enter into that project with a view of losing money for shareholders or stakeholders, and we will work very hard jointly as the board and the executives to ensure that that doesn't occur. Thanks, Chair.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Geraldine, did you have one more?

Geraldine Fraser-Moleketi
Chairman of the Group Social, Ethics and Sustainability Committee, Standard Bank Group

There are two questions Gwendolyn has raised. The one, and I will tackle one of the later ones around the report on toxic spills. I just want to say there has been no such spills that we are aware of. We would also like to state that the project has a comprehensive water management strategy and pollution prevention plans that are well structured and detailed. Want to state that. On the earlier request around making the report available, the report that we had commissioned. As I stated before, I just want to emphasize that we are not in the position to release that report. As I stated, EACOP has published a non-technical report on its website, and I think that can be accessed.

I would also want to say we take all these points that have been made materially serious, because we believe that it is important in terms of our vision on the continent. In this respect, we look at our obligations and responsibilities as set out by the Equator Principles guidelines and our own policies in order to ensure that we do take forward the heightened due diligence that is required. Thanks.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thanks very much, Geraldine. Thanks, Ben, for both very comprehensive responses. Hopefully, Gwendolyn, we have covered in substance all of your questions, no doubt. If we have not, you will tell us so. I think that the final point I would make on this issue is in selecting tier 1 IOC players, we do take comfort in their own internal process as well, and that is a material part of what we assess as we go into projects of this nature. Kobus, if we could go to the next question, please.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, thank you. That covers the first question. We can scroll up, and it also covers the one that was dealt with next. There is another question from Gwendolyn Wellmann . On 24 January 2022, four United Nations special rapporteurs issued a joint communication regarding the arrests, intimidation, torture and harassment of human rights defenders and non-governmental organizations working in the oil and gas sector in Uganda. In addition, in 2022, the European Parliament identified six activists, environmental defenders, journalists and community leaders who were arrested, threatened, and/or intimidated. What steps has the bank taken to ensure the protection of human rights defenders in general, and the people identified by the European Parliament in particular?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you again for that question. Gwen, we did actually address this, I think, in some detail at the last AGM, if you will recall, but if you will not mind just going through our stance on this issue. Sim?

Sim Tshabalala
Group Chief Executive, Standard Bank Group

Chair, first of all, we subscribe to all the global covenants on human rights. We believe that, to the extent that there are violations thereof, people need to be protected within the four corners of the relevant laws and regulations of the particular country. To the extent that these are perpetrated by the state, we will state our position to the extent that we are opposed to violations of human rights, but we're not in a position to take actions ourselves in instances where the actors are state actors. We say within the four corners of the law, we continue to support the human rights, and we speak up whenever we come across the violations thereof.

There are processes in this transaction that make sure that they are identified by the lender's environmental and social consultant, and make sure that we're protecting the interests of the people involved in the project. Thanks.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Stan.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, we return to a question by Mehluli Mcube on climate transition versus fossil fuel financing. Standard Bank has reaffirmed its commitment to net zero portfolio emissions by 2050 and has published financed emissions reduction targets. The CEO has stated that the bank will continue investing in oil and gas projects in support of Africa's development. How does the bank reconcile its commitment to a just energy transition and net zero targets with its continued financing of fossil fuel projects, and what guardrails are in place to prevent climate goal dilution in the name of development?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Mphuli, I hope that the responses from both Ben and Geraldine would have given you quite a big part of the answer to the question that you've just posed. I would just maybe put it all together with the following. In the work that the bank does, and you know the messiness of actual translating policy into action, we essentially have to triangulate between three factors. One is our climate ambition, as you rightly point out, which remains a foundational piece of how we work at the bank. The second one is the realities of sub-Saharan African development, in particular lifting people out of poverty and reducing hunger, or at least eliminating hunger.

I do want to remind our shareholders that both of those, the poverty reduction and the elimination of hunger, SDG 1.2, so enjoys a high degree of focus and prioritization by our government and cannot be held subservient to other considerations. That is a second element that we need to triangulate through. The third one is a fast-evolving and changing global landscape, both economically and the global energy landscape, which I will point out has changed and continues to change pretty dramatically as we move forward. Amongst all of those, you will find us pragmatically locating the actions that we take as a bank in service of our customers in the continent and communities in which we operate.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, we have a question from Zizipho Mabuya . The 2022 shareholder resolution requested enhanced disclosure of 1.5 degree Celsius aligned targets for oil and gas exposures. While the 2024 climate policy reaffirms net zero ambitions does not include the timelines and disclosure requirements specified in the 2022 shareholder resolution. Could the board explain, 1, the decision-making process regarding this disclosure gap? 2, how do current practices align with the just transition principles emphasized in your 2024 report? And 3, whether shareholders will receive supplemental target disclosures before the 2026 AGM.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

I'm going to invite the Chair of the Group Social, Ethics and Sustainability Committee to respond to the question. Geraldine? Is your mic on?

Geraldine Fraser-Moleketi
Chairman of the Group Social, Ethics and Sustainability Committee, Standard Bank Group

On this particular one, on the disclosure, we've made it quite clear at Standard Bank that our focus is to ensure that we go through a particular process to ensure that we are not simply responding to this because there's external pressure around a disclosure, but because we committed as a bank to deal with this particular matter. How do our current practices align with the just transition principles that we have identified? The bank in its execution through management, and you'll see this in our E&S reports, very clearly looks at practically implementing what's required to ensure responsiveness in alignment with our commitment that Africa is our home and that we support her growth. I think I'd want to pause at this point and get further input from members of management on this, if you permit me. Thanks.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

That's quite in order. I think what I would say is we have outlined our targets for 2030. That was a commitment that is in line with the resolution of 2022. We have also still reaffirmed our 2050 target, that remains in place. If we're going to talk about disclosure gap, I'm going to guess, maybe I should let you tell us which disclosure gap in specific terms that you're referring to. I would say that all the comments that we made in relation to EACOP actually subsume the question number 2 on practices that are aligned to the just transition and how we trade off the one versus the other in terms of developmental impact. I'm not sure whether your question one is specifically relating to medium-term targets. Could you just perhaps clarify that?

Kobus Froneman
Group Secretary, Standard Bank Group

I suspect we might get a follow-up comment or question on this one.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

All right. I'm going to move us on, but let me just clarify that we do not, at this time, have a plan to issue supplemental target disclosures for 2026 AGM.

Kobus Froneman
Group Secretary, Standard Bank Group

Can I move to the next question? Chairman, we've got a question from Hlueli Nkube on executive leadership and succession risk. In March 2025, the Deputy CEO, Kenny Fihla, widely expected to succeed Sim Tshabalala, unexpectedly exited to join Absa. How is the board addressing the leadership vacuum and succession planning disruptions caused by this abrupt departure, and what steps are being taken to stabilize the executive bench and ensure continuity and strategic execution?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

The bank has a well-established and well-calibrated, I would say, executive succession planning process that has been in place and taken, I would say, a major leap forward just recently when we added to our board calendar what we call the Board People Day, we can satisfy ourselves about the depth and width, breadth rather, of our bench. We continually provide skills to the industry as a testament to the quality of that bench, and that has not changed by dint of a single executive leaving the group. That will be the first question. The board does at this time still feel pretty confident that we have coverage for the key leadership roles that we would need to have in the fullness of time.

Secondly, clearly, I am not at liberty to discuss individual people at this meeting who will succeed the CEO or not as the case may be. Suffice it to say that Kenny's departure does not to us on this side of the table constitute a leadership vacuum in any way, form, or fashion. As I said, remain well covered across our leadership bench.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, we've received an earlier question from Itumeleng Mphake .

Nonkululeko Nyembezi
Chairman, Standard Bank Group

We already answered this question.

Kobus Froneman
Group Secretary, Standard Bank Group

Yes

Nonkululeko Nyembezi
Chairman, Standard Bank Group

on the Reniton. Hopefully Itumeleng heard the answer because she could cover that in his response.

Kobus Froneman
Group Secretary, Standard Bank Group

Thank you, Chair. At this stage, no further follow-up question from Gwendolyn. We do have a question from [Dianeti Pillay]. What is the leadership sense of the level of employee wellness, and do you believe you have a workplace culture that encourages robust and confidential engagement?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

I really want to recognize [Dianeti]. I think it's the first time at AGM anywhere that I have ever received a question on employee wellness. Well done to you. Sim, I'm going to put this one straight to you. Talk to us about workplace culture.

Sim Tshabalala
Group Chief Executive, Standard Bank Group

Chair, the first place to start would be the surveys that we do to determine how our employees feel about the organization. I can confirm that we have a high eNPS score, which indicates the fact that people are pretty confident in their relationship to Standard Bank. The score is roughly plus 48, which is significantly higher than the market standard. The inputs into that feeling of confidence in the organization is directly related to the issue of how well people are, both physically and mentally in the organization. We, as the Executive, review on a periodic basis, the health of our people, the extent to which they are attending physicals, and the extent to which they're using the system which we have in place for them that determines psychological wellness as well.

We check on people's financial wellness to the extent that it affects their mental and physical wellness as well. We also monitor issues related to their relationships inside the organization and externally. We're pretty confident that the level of wellness is pretty high, and we act where business units or functions have got scores that are unacceptable. We provide these facilities, we pay for them as an organization, and we're in partnership with psychosocial organizations that provide us with that assistance. We report on that to the board as well, and it is closely monitored by the Social and Ethics Committee.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Sim. One more input on this question from Trix.

Trix Kennealy
Lead Independent Director, Standard Bank Group

Just like to confirm that in terms of the scorecards that get evaluated to allocate any reward, take this into account for all of the executives as well as for the company and the group overall. We do also measure those and take them into account in remuneration.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Trix. Having dealt with [Dianeti's question, we now have an audio question from Just Share. Robyn, you've got the mic.

Robyn Hugo
Director of Climate Change Engagement, Just Share

Thank you so much, Chair. Robyn Hugo from Just Share. We'd like to follow up on our co-filers' questions about the 2022 resolution with which the bank did not, in fact, comply. With respect, Chair, this is not about what the bank regards as a balanced approach to climate action, as we also saw from your response in a Daily Maverick article, nor how the bank interprets common but differentiated responsibilities. It's about what was negotiated and agreed between the co-filers and Standard Bank, and then supported by 98% of your shareholders at the 2022 AGM. That, Chair, with respect, is not up for interpretation. On the disclosure gap, we addressed this, Just Share did, in detail in a briefing we published last week.

In short, the resolution clearly and explicitly requires alignment with 1.5 degrees, and it requires short, medium, and long-term oil and gas reduction targets. Instead, the bank published only one oil and gas target, and it gave no indication of when it would set medium and long-term targets. The only target you have set is not aligned with 1.5 degrees. You've only disclosed a portion of your upstream oil and gas exposure. You've not provided a timeline for setting targets for mid and downstream exposure. The targets in your updated climate policy are weaker than those in your 2022 climate policy and again, allow you to significantly increase your exposure to oil and gas.

As the bank will remember, Chair, the process of finalizing the 2022 resolution was challenging, and it was time-consuming precisely because the bank insisted in what it said were feasible time frames for each of the asks, that this is what it could, to use the SEC Chair's words, practical to implement. We assume that the bank did, in fact, intend to comply with the resolution. What is difficult to understand is why the bank did not engage at all with the co-filers and presumably with its other shareholders when it decided it was not going to make the disclosures and set the targets to which it had committed and which received almost unanimous shareholder approval. Chair, that's very disappointing. That is a comment. Of course, you are welcome to respond, Chair. I'll be guided by you either now or after I've asked some other questions.

Shall I proceed?

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Encourage you to ask questions as you outline. Thank you, Robyn, for that input. We did respond in detail to your press statement. At this point, I think it would be good for us to actually respond to questions.

Robyn Hugo
Director of Climate Change Engagement, Just Share

Okay. My next question is about the incomplete financed emission inventory. Which has notable gaps. For example, the upstream financed emissions are only available for 25% of your portfolio. Given the importance of upstream exposure in your target setting approach, we wanted to understand what steps the bank is taking to improve the portfolio coverage of your emissions data. When can we expect to see 100% portfolio coverage for your financed emissions? The next question is about decoupling emissions intensity from your loan book growth. Of course, emissions intensity metrics are useful benchmarking tools, but they're insufficient, as you well know, to ensure real-world emissions reduction. Is the board able to explain why no absolute emission reduction targets were included in your updated climate policy, and when the bank will shift its focus to more tangible absolute emissions reductions targets?

My third and last question, Chair, if I may proceed, is about transition finance. I'll go ahead.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Yes, please.

Robyn Hugo
Director of Climate Change Engagement, Just Share

On a more positive note, it's good to see that Standard Bank is drafting a list of eligible transition finance activities. Transition finance, by definition, should be transitory and distinct from longer-term sustainable finance objectives. Will Standard Bank be developing a standalone transition financing framework to inform the eligibility of its transition financing activities? When will more details on your transition finance approach and targets be published? Thank you, Chair.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Robyn. We always value and welcome your inputs on these various important matters. You do tend to come with things that make us sit back and think. We will do a divide and conquer, if we may, on your various questions. Let me just start off by saying that one way of looking at what Standard Bank Group has disclosed would be you have not done it. The other one would be you've gone 80% of the way, when is the rest going to come? Depending whether you're a glass half full or half empty sort of person, you take the one or the other view. The board has taken the view that in fact, one at a certain point in time has an intention, as you say, a serious intention.

At three years down the road, you then can look back and say, "What was actually reasonable to measure and what was reasonable to expect?" What we have published is in fact what we have found in the cold light of day in 2024 to be reasonable to disclose. We do intend to abide by the commitments made in 2022 in all respects. It may just not have been possible to get 100% there in the timescale that we had initially estimated. Where would that have been? As you say, we did upstream. Upstream is the most material part of our emissions portfolio in operational emissions portfolio amongst our finance companies. To focus on that, we thought was a pragmatic approach with a commitment to do the rest of it as we get the information. It's a challenging business. It's a messy business.

The quality of data is not where it needs to be. The industry as a whole, and I have to just say that Standard Bank is not an outlier here. The banking industry and finance industry as a whole is confronting these challenges of data quality and tools that are not quite mature to do the work that we need to do. With all that said, from a board perspective, what we have seen actually has given us a great deal more comfort and confidence that, A, we are well set up for the future. Whilst we're focusing on resolution of 2022 in the oil and gas sector, there are also other sectors that we're beginning to take through the process, such as real estate, both commercial and residential, as well as agriculture, et cetera, which will become known in time.

I would say that from a board perspective, we acknowledge the progress that has been made and where there are gaps, those will be plugged in the fullness of time. That will be the one point I think that needs to be made quite clearly. In the resolution, we did not actually specify, neither party specified what kinds of emission targets we would disclose. Our emissions intensity targets are actually within the committed work that we have done. At this time, I don't think you should expect that that's going to change. Part of the consistency in any one particular metric is that if you keep it constant, you can then measure year-on-year improvements or not, as the case may be.

I think you should expect that come next year, we will be reporting on the same measurement and be allowing public scrutiny or stakeholder scrutiny on how well we're doing on that. David, if I can invite you as you across the CRO to weigh in on this as well.

David Hodnett
CEO, The Standard Bank of South Africa Limited

Thanks, Chair, and thanks, Robyn, for your questions. Just to build on the points made by Geraldine and the Chair is, I think we all have to recognize the difficulty and complexity of this topic and the evolving nature on it. Our focus in all the work we have done is to work on areas that we're able to influence as well as reliably measure. I think we've also, as science evolves, maybe specific points, Robyn, if I've understood correctly. On the undisclosed finance emissions across the full oil and gas, covering upstream, midstream, downstream around it. I think the physical is about as an approach. We believe it's a robust target-setting approach. Importantly, this approach targets support for clients who are improving their energy efficiency and transitioning to lower carbon operations and therefore goes to the areas that we're able to influence.

I think we'd agree with you that the targets are currently limited to the upstream activities, which include exploration, extraction, and beneficiation of oil and gas. As the Chair said, upstream oil and gas producers account for the most material share of the operational emissions across the oil and gas value chain, around 80% for us. It is a big area of focus. Downstream becomes much more difficult to manage as well as measure, and we're doing work around that. Just to end maybe just with the practicality, with all the difficulty we say about the work, et cetera, but in 2024, with all the work we've done, we directed nearly six times more financing to renewable energy than to non-renewable at the end of the day. Thanks.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

On the transition framework.

David Hodnett
CEO, The Standard Bank of South Africa Limited

Sorry, Chair. On the transition framework, I think, yeah, we're very excited by the work that we are doing and actually think this is an area that we've got a lot of runway on, and I think we're quite excited by our disclosure. Chair, I think what we'll commit to is continued work on it and further evolution of it, and we'll do our next iteration in the next disclosure. Thanks, Chair.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Robyn.

Robyn Hugo
Director of Climate Change Engagement, Just Share

Thank you. Thank you for those answers. Just to confirm, we don't dispute the complexity of the disclosure that the bank made. This was Standard Bank's own timeframe that it set based on what it said it was able to do within those timelines. I hear you, Chair, that it then became clear that it was not going to be possible to comply with the requirements. Just to reiterate that that is what is frustrating for us as the co-filers, that there was no discussion with us or engagement about that or any explanation. I hear your answers. Thank you.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you, Robyn. Hopefully you did actually engage with the team leading up to AGM. We don't only meet in this fashion. Hopefully, that continues as we move ahead. Kobus.

Kobus Froneman
Group Secretary, Standard Bank Group

Chairman, there was a question from Gwen, she has come back. She looked at the EACOP website, she has confirmed that she managed to find the report that we made reference to. At this stage, Chair, if I may check, we don't have any further questions in text format, we don't have any audio, and we don't have any video questions. Thank you.

Nonkululeko Nyembezi
Chairman, Standard Bank Group

Thank you all very much for what has been a very engaging AGM. We do enjoy the interaction with you as our broader stakeholder base and particular investors at these meetings. I can confirm that all resolutions have been passed by the requisite majority. If I am right, those results should be coming onto the screen very shortly. If not, we will certainly be publishing them on our website, and the full set will go on SENS. There it is. It is now showing on the screen. We appreciate your support. We do not take it for granted. It therefore just remains for me to thank you all for your participation and to conclude the business of this annual general meeting of twenty