CAPITEC BANK HOLDINGS LIMITED - Results Of The Annual General Meeting Held On 27 May 2016 And Change Of Chairman Of The Board

Results Of The Annual General Meeting Held On 27 May 2016 And Change Of Chairman Of The Board

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 27 MAY 2016 AND CHANGE OF CHAIRMAN OF THE BOARD

Shareholders are hereby advised that the Annual General Meeting of the Company was held on Friday, 27
May 2016 at The Olive Press, Boschendal Estate, Pniel Road, Groot Drakenstein, Franschhoek, 7690
(“AGM”). The detailed voting results of the AGM are set out below:

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

1 Re-election of Mr MS du        84.42%     15.58%    91,672,885        79.28%            0.00%
  P le Roux as a non-
  executive director

2 Re-election of Mr JD           99.70%      0.30%    91,674,495        79.28%            0.00%
  McKenzie as an
  independent non-
  executive director

3 Re-election of Mr G
    Pretorius as an
    independent non-
    executive director (1)

4   Re-appointment of            99.94%      0.06%   91,653,481         79.27%            0.02%
    PricewaterhouseCoopers
    Inc. as auditors

5   Approval to issue –          99.71%      0.29%   91,652,357         79.27%            0.02%
    (i) Loss Absorbent
         Convertible Capital
         Securities, and
    (ii) Ordinary Shares
         upon a relevant
         “trigger event” (2)

6   Authority to issue           99.45%      0.55%  90,855,915          78.58%            0.00%
    Ordinary Shares for cash
    by way of a general
    authority (2)

7   Authority to issue           99.13%      0.87%  91,475,686          79.11%            0.00%
    Ordinary Shares pursuant
    to a rights offer(4)

8   Endorsement of               99.42%      0.58%  91,275,822          78.94%            0.35%
    remuneration policy

    SPECIAL RESOLUTIONS (3)

1   Approval of the              99.97%      0.03%  91,538,253          79.17%            0.10%
    Directors’ remuneration
    for the financial year
    ending on
    28 February 2017

2   General approval for the     99.82%     0.18%   91,576,113          79.20%            0.09%
    Company and any
    subsidiary company to
    purchase Shares issued
    by the Company

3   Authority for the Board      99.98%     0.02%   91,674,972          79.29%            0.00%
    to authorise the Company
    to provide any financial
    assistance

4   Approval –                   99.99%     0.01%   91,674,635          79.28%            0.00%
    (i) of amendments to
        the Memorandum of
        Incorporation of
        the Company
        (“MOI”); and
    (ii)adoption of new MOI
        as amended, in
        substitution for
        the existing MOI
        
* - In relation to the total number of shares voted at the AGM, but   excluding abstained votes

Notes:
(1)   Mr Gerrit Pretorius has withdrawn his availability for re-election at the AGM and has retired
      from the board;
(2)   In terms of the JSE Listings Requirements, 75% of votes exercised on the resolution, needed to be
      cast in favour of ordinary resolutions number 5 and 6;
(3)   All special resolutions require 75% of votes exercised on the relevant resolutions, to be cast in
      favour of the said special resolutions;
(4)   Ordinary resolution 7: It is not currently the intention of the Board to implement a rights
      offer, however, the Directors believe that the Company should retain the flexibility to take
      action in the event that in future a rights offer is considered to be desirable and in the best
      interest of shareholders.

CHANGE OF CHAIRMAN OF THE BOARD

Shareholders are advised that Mr Michiel le Roux, chairman since 2007 of the boards of Capitec and
Capitec Bank Limited, the wholly-owned banking subsidiary of Capitec (“the companies”), has announced
at the AGM that he will retire as chairman of the boards of the companies, with effect from 31 May
2016. He will be succeeded by Mr Riaan Stassen, previously the chief executive officer of the
companies, effective 1 June 2016 as the chairman of the boards.

Mr Le Roux will remain on the boards of the companies as a non-executive director. The boards wish to
thank Mr Le Roux for his steadfast guidance during his tenure as chairman of the boards and looks
forward to his continued participation and valued contributions going forward.

30 May 2016
Stellenbosch

Sponsor
PSG Capital

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