TIDM68IG
RNS Number : 2501I
Standard Bank Group Limited
13 April 2022
Standard Bank Group Limited
13 April 2022
ADDITIONAL BACKGROUND INFORMATION RELATING TO THE NON-BINDING
ADVISORY RESOLUTION PROPOSED BY JUST SHARE NPC AND AEON INVESTMENT
MANAGEMENT
Background and rationale for this announcement
On 31 March 2022, Standard Bank Group ("Standard Bank" or the
"Company") published the Standard Bank Group Notice of Annual
General Meeting dated 31 March 2022 ("2022 Notice of AGM").
Included in the 2022 Notice of AGM is a non-binding advisory
resolution proposed by two of its shareholders - Just Share NPC and
Aeon Investment Management (the "Requesting Shareholders") which is
numbered resolution 11 on page 9 of 2022 Notice of AGM (the
"Resolution 11").
The purpose of this announcement is to provide additional
background to the discussions that took place between the
Requesting Shareholders and Standard Bank. For the avoidance of
doubt, the 2022 notice of AGM remains unchanged in all
respects.
For convenience, we include below Resolution 11 as per the 2022
Notice of AGM:
"11. Non-binding advisory resolution requisitioned by Aeon
Investment Management and Just Share NPC
In order to promote the long-term success and sustainability of
the Company, taking into account the significant risks and
opportunities associated with climate change, and in accordance
with the Company's stated support for the goals of the Paris
Agreement, shareholders recommend and request that the Company and
its Directors:
11.1 By no later than 31 March 2023, provide shareholders with a
report on the Company's progress, in relation to each relevant
country of operation, in calculating its financed greenhouse gas
emissions from its exposure to oil and gas;
11.2 By no later than 31 March 2024, disclose the Company's
baseline financed greenhouse gas emissions from its exposure to oil
and gas; and
11.3 By no later than 31 March 2025, update the Company's March
2022 Climate Policy to include short-, medium-, and long-term
targets for the Company's financed greenhouse gas emissions from
oil and gas, aligned with the Paris Agreement goal of limiting the
global temperature increase to 1.5 degrees Celsius above
pre-industrial levels.
Explanatory note
The above wording of the Non-Binding Advisory Resolutions has
been supplied by the Requesting Shareholders and agreed with the
company.
In terms of South African law, shareholders cannot propose a
shareholder resolution which binds the board of the company even if
the resolution is passed by shareholders, nor are there any
requirements of South African law, as there are in certain other
jurisdictions, for a company to put a non-binding advisory opinion
to its shareholders on request or demand. Despite this, the Board
has, in the interests of shareholder engagement and exploring
shareholder views, resolved to put the above resolutions to the
company's shareholders, as requested by the Requesting
Shareholders.
In order to be considered passed, the Non-Binding Advisory
Resolutions will require the same percentage of shareholder
approval as other ordinary resolutions, more than 50%."
Recommendation
As the group's current approach is substantially consistent with
the proposed Non-Binding Advisory Resolutions, the board has no
objection to the shareholders voting in favour of these
resolutions."
Additional background
In recent weeks, Standard Bank has engaged on its March 2022
Climate Policy with the Requesting Shareholders. This engagement
was constructive and focused on the next phase of Standard Bank's
climate target-setting work in the oil and gas sectors.
While the Requesting Shareholders and Standard Bank agree that
climate change poses a material risk and that financial flows need
to be aligned with transition pathways that keep average global
temperature rises to within 1.5 degrees Celsius above
pre-industrial levels, there were several points of difference
between Standard Bank and the Requesting Shareholders. These
include the role and longevity of gas as a transition fuel in
Africa's energy transition, the extent to which Standard Bank's
planned transition to a net zero portfolio by 2050 is aligned with
the Paris Agreement, and the pace at which Standard Bank can use
financed emissions as a measure for its climate targets.
The Requesting Shareholders prepared a non-binding advisory
resolution for discussion with Standard Bank. The resolution
requested Standard Bank to update its March 2022 Climate Policy, by
March 2023, to set short-term and medium-term absolute contraction
targets for the Company's financed greenhouse gas emissions from
its exposure to oil and gas.
In response, Standard Bank indicated that it is currently unable
to provide financed greenhouse gas emission targets before 31 March
2025 because it does not have the required data to measure financed
emissions.
The ensuing engagement resulted in an agreement on the wording
of a non-binding advisory resolution, which the Requesting
Shareholders filed to be tabled at Standard Bank's forthcoming 2022
Annual General Meeting. This non-binding advisory resolution is
numbered 11 in the list of resolutions and sets out a timetable for
the Group to improve its climate disclosures and review its climate
targets in the oil and gas sectors by March 2025. Specifically,
Standard Bank is requested to provide the disclosures outlined in
Resolution 11.
In addition, the Requesting Shareholders and Standard Bank have
differing interpretations of the Companies Act in relation to the
right to file shareholder-proposed resolutions.
The Requesting Shareholders' view is that any two shareholders
have a right to file resolutions relating to climate risk
disclosure, and that directors do not have a unilateral discretion
to refuse to table such resolutions on content-based grounds.
Rather, according to the Requesting Shareholders, if there are
disagreements over the validity of a resolution, these should be
aired at the annual general meeting and put to a vote.
Standard Bank's view on shareholders' rights to file resolutions
is that shareholders cannot propose a shareholder resolution which
binds the board of the company even if the resolution is passed by
shareholders and that there are no requirements of South African
law for a company to put a non-binding advisory opinion to its
shareholders on request or demand.
Standard Bank is not opposed to shareholders proposing
non-binding advisory resolutions. The board of directors of
Standard Bank ("Board") gives due consideration to whether to table
any such proposed resolutions. At a special Board meeting, the
Board agreed that Resolution 11 would be put before all Standard
Bank shareholders for voting at the 2022 Annual General
Meeting.
For further information, please contact:
Ann Hunter
Standard Bank Group Limited
9th Floor
5 Simmonds Street, Johannesburg PO Box 2001
South Africa
Telephone number: +27 11 415 4194
DISCLAIMER
This Announcement is not intended to, and shall not, constitute
or contain an offer to sell or solicitation of an offer to purchase
the securities referred to herein by any person in any jurisdiction
where it is unlawful to make an offer or solicitation. The
distribution of the Announcement and the offer or sale of the
securities referred to herein in certain jurisdictions is
restricted by law. This Announcement may not be used for or in
connection with, and does not constitute, any offer to, or
solicitation by, anyone in any jurisdiction or under any
circumstance in which such offer or solicitation is not authorised
or is unlawful.
In the United Kingdom, this Announcement is being distributed
only to, and is directed only at, persons who are (i) investment
professionals, as such term is defined in Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the Financial Promotion Order); (ii) persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion
Order; (iii) outside the United Kingdom; or (iv) persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be
communicated.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
Securities Act), or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States or to US persons (as such term
is defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act. The issuer
of the securities has not registered, and does not intend to
register, any portion of the offering in the United States, and
does not intend to conduct a public offering of the securities in
the United States.
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END
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