CAPITEC BANK LIMITED - Deviation From The Policy Dealing With The Nomination And Appointment Of Directors

Deviation From The Policy Dealing With The Nomination And Appointment Of Directors

CAPITEC BANK LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1980/003695/06)
Company Code: BICAP
Stock Code: CBL26
ISIN Code: ZAG000136128
Stock Code: CBL28
ISIN Code: ZAG000151333
Stock Code: CBL29
ISIN Code: ZAG000158874
(“Capitec Bank”)

PARAGRAPH 7.8 OF THE JSE LIMITED DEBT LISTINGS REQUIREMENTS
(“LISTINGS REQUIREMENTS”): DEVIATION FROM THE POLICY DEALING
WITH THE NOMINATION AND APPOINTMENT OF DIRECTORS

In terms of Capitec Bank’s policy for the nomination and
appointment of directors, an individual in full time employment
may serve on a maximum of two listed company boards, in addition
to Capitec Bank’s, on condition that he/she will be able to
spend the required time to prepare for Capitec Bank board
meetings.

A director that represents a significant shareholder that is an
investment company with holdings in various companies on which
this director also serves, will not be disqualified from Capitec
board membership due to the number of listed company boards that
he/she is a member of, exceeding the above mentioned prescribed
maximum.

Piet Mouton, a director on the Capitec Bank board (“the board”),
represented PSG Group Limited (“PSG”), that held a 30.69%
interest in Capitec Bank Holdings Limited (“Capitec”), Capitec
Bank’s controlling company, on the board until PSG unbundled the
majority of its shareholding in Capitec to its shareholders on
31 August 2020. Accordingly, PSG is no longer a significant
shareholder of Capitec.

Piet is the CEO of PSG and a director of a number of listed
companies in which PSG is invested. His commitment to Capitec
Bank and contributions in the board room have never been tempered
by his workload and the number of directorships on listed
companies exceeding the limitation referred to above. It is
therefore appropriate for Piet to continue as a director of
Capitec Bank.

18 December 2020
Stellenbosch
Sponsor: PSG Capital

Date: 18-12-2020 04:15:00
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