SBN : Notice of annual general meeting

SBN Holdings Limited

(Incorporation in the Republic of Namibia) (Registration number 206/306)

ISIN: NA0003475176

Share Code (NSX): SNO

SBN Holdings or the Company

Notice of annual general meeting

Notice is hereby given to all holders of ordinary shares in 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 22 April 2022 at

09h00 for the following business:

Ordinary Resolution 1: Approval of the minutes of the previous Annual General Meeting.

Ordinary Resolution 2: Adoption of the Annual Financial Statements for the year ended 31 December 2021.

Ordinary Resolution 3: Approval of the final dividend declared.

Ordinary Resolution 4: Re-election of the directors by way of separate resolution:

1. Maria Dax (Independent Non-Executive Director)
2. Natasha Bassingthwaighte (Independent Non-Executive Director)
3. Isac Tjombonde (Independent Non-Executive Director)

4.4 Jeremia Muadinohamba (Independent Non-Executive Director)

Ordinary Resolution 5: Election of Silke Hornung as an independent non-executive director of the Company subject to regulatory approval for the appointment being obtained.

Biographical information of the director is set out as Annexure A to this notice.

Ordinary Resolution 6: Control of the SBN Employee Share Incentive Scheme.

Ordinary Resolution 7: Control of unissued shares.

Ordinary Resolution 8: Re-appointment of external auditors and authority to determine their remuneration.

Ordinary Resolution 9: Approval of Non-Executive Directors' remuneration.

Ordinary Resolution 10: Approval of the existing remuneration policy

Ordinary Resolution 11: Re-appointment of Audit Committee members.

Ordinary Resolution 12: Authority to sign documentation.

Kindly note that voting will be by proxy only. The exact process is set out in the full AGM notice published on our website www.standardbank.com.na. Proxy forms can be obtained there too.

In order to be effective, duly completed Forms of Proxy must be received at the office of the transfer secretary of the Company by no later than 15h00 on Monday, 18 April 2022.

By order of the board

SBN Holdings Limted

17 March 2022

Standard Bank Namibia Limited

1, Chasie Street, Kleine Kuppe, Windhoek

Transfer Secretaries

44 Robert Mugabe Avenue, Windhoek. PO Box 2401, Windhoek, Namibia

Sponsor

IJG Securities (Pty) Ltd

Member of the NSX 4th Floor, 1@Steps

c/o Grove and Chasie Street Kleine Kuppe

P O Box 186, Windhoek, Namibia Registration No. 95/505

ANNEXURE A

Name: Silke Hornung

Qualifications: CA (NAM), ACMA CGMA, Dip (Estate Administration)

Silke is a Chartered Accountant and a Chartered Management Accountant. She is also a qualified financial executive with superior expertise in financial analyses and reporting from multinational corporates to SME's. She held numerous executive positions in the corporate world and serves on a number of public and private companies' boards of directors.

Directorships:

• Namibia Asset Management Limited
• Nampower
• IJG Frontier Investment Fund
• IJG Desert Stone Fund