CAPITEC BANK HOLDINGS LIMITED - Results Of The Annual General Meeting Of Capitec Held On 25 May 2018

Results Of The Annual General Meeting Of Capitec Held On 25 May 2018

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

RESULTS OF THE ANNUAL GENERAL MEETING OF CAPITEC HELD ON 25 MAY 2018

Shareholders are hereby advised that the annual general meeting of the Company was held
on Friday, 25 May 2018 at 14:30 at Molenvliet Wine & Guest Estate, Old Banhoek Road,
Helshoogte Pass, Stellenbosch (“AGM”). All resolutions proposed in the notice of the AGM
were approved by the requisite number of votes.

Details of the results of the voting at the AGM are as follows:

                                            Votes
                          Votes for        against
                         resolution     resolution
                            as a           as a                      Number of      Number of
                        percentage     percentage                       shares         shares
                            of total       of total                    voted at     abstained
                         number of      number of      Number of      AGM as a          as a
 Resolutions                shares          shares       shares    percentage     percentage
 proposed at the           voted at       voted at      voted at   of shares in   of shares in
 AGM                          AGM             AGM          AGM           issue          issue
 
 Ordinary resolution
 number 1:
 Re-election of Mr
 MS du P le Roux as
 a non-executive
 Director                   88.31%         11.69%     98,797,604       85.45%          0.14%
 
 Ordinary resolution
 number 2:
 Re-election of Mr
 CA Otto as a non-
 executive Director         85.79%         14.21%     98,797,464       85.44%          0.14%
 
 Ordinary resolution
 number 3:
 Re-election of Mr JP
 Verster as an
 independent non-
 executive Director         99.70%          0.30%     98,781,210       85.43%          0.14%
 
 Ordinary resolution
 number 4:
 Re-appointment of
 PricewaterhouseCo
 opers Inc. as
 auditors                   94.87%          5.13%     98,472,082       85.16%          0.43%
 
 Ordinary resolution
 number 5:
 Approval to issue (i)
 Loss Absorbent
 Convertible Capital
 Securities and (ii)
 Ordinary Shares
 upon a relevant
 “trigger event”           97.73%           2.27%     98,802,994       85.45%          0.14%

 Ordinary resolution
 number 6:
 Authority to issue
 Ordinary Shares for
 cash by way of a
 general authority        97.81%            2.19%    98,515,039        85.20%          0.37%
 
 Ordinary resolution
 number 7:
 Endorsement of
 remuneration policy      94.91%            5.09%    98,821,146        85.47%          0.14%
 
 Ordinary resolution
 number 8:
 Endorsement of
 implementation of
 remuneration policy      95.33%            4.67%    98,822,646        85.47%          0.14%
 
 Special resolution
 number 1:
 Approval of the
 Directors’
 remuneration for the
 financial year ending
 on 28 February
 2019                     99.75%            0.25%   98,799,695         85.45%          0.16%

 Special resolution
 number 2:
 General approval for
 the Company and
 any subsidiary
 company to
 purchase Ordinary
 Shares issued by
 the Company             99.32%             0.68%   98,510,272         85.20%         0.36%

 Special resolution
 number 3:
 General approval for
 the Company and
 any subsidiary
 company to
 purchase Existing
 Preference Shares
 issued by the
 Company                 99.96%             0.04%   98,537,305         84.31%         0.37%
 
 Special resolution
 number 4:               
 Authority for the
 Board to purchase
 Existing Preference
 Shares from
 Directors/Prescribed
 officers and/or any
 of their associates
 on the terms set out
 in special resolution
 3                       99.53%             0.47%  98,580,540          84.35%        0.34%
 
 Special resolution
 number 5:
 Authority for the
 Board to authorise
 the Company to
 provide financial
 assistance to related
 companies and
 corporations            99.94%            0.06%   98,688,178          85.35%        0.14%
 
 Special resolution
 number 6:
 Authority for the
 Board to authorise
 the Company to
 provide financial
 assistance for the
 acquisition of
 Ordinary Shares in
 respect of a
 Restricted Share
 Plan for senior
 managers                99.34%           0.66%    97,849,281         84.62%         0.18%

Stellenbosch
28 May 2018

Sponsor
PSG Capital

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