CAPITEC BANK HOLDINGS LIMITED - Results Of The Annual General Meeting Held On 26 May 2017

Results Of The Annual General Meeting Held On 26 May 2017

CAPITEC BANK HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1999/025903/06)
JSE share codes: CPI - ISIN: ZAE000035861
JSE preference share code: CPIP - ISIN: ZAE000083838
("Capitec" or the “Company”)

RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 26 MAY 2017

Shareholders are hereby advised that the Annual General Meeting of the Company was held on Friday, 26
May 2017 at The Cooperage, Anura Vineyards, off Simondium Road, Klapmuts, 7625 (“AGM”). All resolution
proposed in the Notice of the AGM were approved by the requisite number of votes. The detailed voting
results of the AGM are set out below:

                                        Votes
                             Votes for  against
                             resolution resolution
                             as a       as a
                             percentage percentage
                             of total   of total                    Number of
                             number of  number of                 shares voted        Shares
                             shares     shares                    at the AGM as   abstained as a
                             voted at   voted at      Number of   a percentage    percentage (%)
                             the AGM    the AGM     shares voted (%) of shares     of shares in
   ORDINARY RESOLUTIONS      (%)        (%)          at the AGM     in issue          issue

1 Re-election of Ms NS           93.49     6.51       93 004 914         80.44          0.04
   Mjoli-Mncube as an
    independent non-
    executive director

2   Re-election of Mr PJ        94.57      5.43       87 850 780         75.98          0.04
    Mouton as a non-
    executive director

3   Re-election of Mr R        85.08      14.92       86 184 248         74.54          0.38
    Stassen as a non-
    executive director

4   Election of Ms LA          99.99       0.01       91 618 169         79.24          0.09
    Dlamini as an
    independent non-
    executive director

5   Election of Mr K Makwane   99.99       0.01       91 763 806         79.36          0.04
    as an independent non-
    executive director

6   Re-appointment of          89.50      10.50       91 897 443        79.48           0.04
    PricewaterhouseCoopers
    Inc. as auditors

7   Approval to issue –        99.99       0.01       91 752 102        79.35           0.23
    (i) Loss Absorbent
         Convertible Capital
         Securities, and
    (ii) Ordinary Shares
         upon a relevant
         “trigger event” (1)

8   Authority to issue         90.77       9.23       91 739 410        79.34           0.04
    Ordinary Shares for cash
    by way of a general
    authority (1)

9   Endorsement of             99.08        0.92      92 942 791        80.38           0.09
    remuneration policy
   
SPECIAL RESOLUTIONS

1   Approval of the            99.51        0.49      92 998 127        80.43           0.04
    Directors’ remuneration
    for the financial year
    ending on
    28 February 2018

2   General approval for the   99.70        0.30      92 977 391       80.41            0.05
    Company and any
    subsidiary company to
    purchase Shares issued
    by the Company

3   Authority for the Board    99.97        0.03      92 291 027       79.82            0.05
    to authorise the Company
    to provide any financial
    assistance

4   Approval of amendments     99.66        0.34      93 210 411       80.61            0.04
    to the Memorandum of
    Incorporation and
    adoption of a new
    Memorandum of
    Incorporation in
    substitution for and to
    the exclusion of the
    entire existing
    Memorandum of
    Incorporation of the
    Company

Notes:
(1)  In terms of the JSE Listings Requirements, 75% of votes exercised on the resolution, needed to be
     cast in favour of ordinary resolutions number 7 and 8;
(2)  All special resolutions require 75% of votes exercised on the relevant resolutions, to be cast in
     favour of the said special resolutions;

29 May 2017
Stellenbosch

Sponsor
PSG Capital Proprietary Limited

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