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 Date: 29/05/2017 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.