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Results of the Annual General Meeting
CAPITEC BANK HOLDINGS LIMITED
Registration number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
JSE share code: CPI ISIN: ZAE000035861
JSE preference share code: CPIP ISIN: ZAE000083838
“Capitec” or “the Company”
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are advised that the results of the annual general meeting of the
Company held at 14:30 on Friday, 27 May 2022 at 5 Neutron Road, Techno Park,
Stellenbosch and via electronic communication (“AGM”), are as follow:
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 of shares
AGM AGM AGM AGM in issue* in issue*
Ordinary 88.19% 11.81% 90,011,298 77.53% 0.10%
resolution
number 1:
Re-election of Ms
SL Botha as an
independent non-
executive Director
Ordinary 99.47% 0.53% 90,011,263 77.53% 0.10%
resolution
number 2:
Re-election of Ms
TI Mashilwane as
an independent
non-executive
Director
Ordinary 94.74% 5.26% 90,011,298 77.53% 0.10%
resolution
number 3:
Re-election of Mr
MS du Pré le Roux
as a non-executive
Director
Ordinary 85.63% 14.37% 90,011,298 77.53% 0.10%
resolution
number 4:
Re-election of Mr
CA Otto as a non-
executive Director
Ordinary 96.93% 3.07% 90,011,298 77.53% 0.10%
resolution
number 5:
Confirmation of
appointment of Mr
GR Hardy as an
executive Director
Ordinary 77.09% 22.91% 90,011,093 77.53% 0.10%
resolution
number 6:
Re-appointment of
PricewaterhouseCoo
pers Inc. as
auditor
Ordinary 98.75% 1.25% 89,972,859 77.50% 0.13%
resolution
number 7:
Re-appointment of
Deloitte & Touche
as auditor
Ordinary 99.11% 0.89% 89,973,092 77.50% 0.13%
resolution
number 8:
Approval to issue
(i) the relevant
Loss Absorbent
Capital Securities
and (ii) ordinary
shares of the
Company upon the
occurrence of a
Trigger Event in
respect of the
relevant Loss
Absorbent Capital
Securities
Ordinary 98.23% 1.77% 90,011,469 77.53% 0.10%
resolution
number 9:
General authority
to issue ordinary
shares of the
Company for cash
Ordinary 79.08% 20.92% 89,965,067 77.49% 0.14%
resolution
number 10:
Non-binding
endorsement of the
remuneration
policy
Ordinary 52.54% 47.46% 89,965,067 77.49% 0.14%
resolution
number 11:
Non-binding
endorsement of the
implementation
report on the
remuneration
policy
Special resolution 99.21% 0.79% 90,003,373 77.52% 0.11%
number 1:
Approval of the
Directors’
remuneration for
the financial year
ending on 28
February 2023
Special resolution 99.48% 0.52% 90,007,875 77.53% 0.10%
number 2:
General approval
for the Company
and any subsidiary
company to
purchase ordinary
shares issued by
the Company
Special resolution 99.94% 0.06% 89,973,034 77.50% 0.13%
number 3:
Authority for the
Board to authorise
the Company to
provide financial
assistance to
related companies
and corporations
Special resolution 99.84% 0.16% 90,010,808 77.53% 0.10%
number 4:
Authority for the
Board to authorise
the Company to
provide financial
assistance for the
acquisition of
ordinary shares of
the Company in
respect of a
Restricted Share
Plan for senior
managers
Note:
*Total number of shares in issue as at the date of the AGM was
116 099 843.
All the resolutions were passed by the requisite majority of votes present
at the meeting in person or by proxy, except for the non-binding
endorsement of the implementation report on the remuneration policy as
tabled under ordinary resolution number 11 for which the requisite 75%
vote in favour was not achieved.
Shareholders who voted against ordinary resolution number 11 are invited
to engage with the Company by submitting written questions or comments
to the Company Secretary via e-mail at CapitecAGM@capitecbank.co.za by
no later than 5 pm on Monday, 6 June 2022. These shareholders will be
granted time on 14 June 2022 when the Remuneration Committee will engage
with them via electronic means on the matters raised.
Stellenbosch
30 May 2022
Sponsor
PSG Capital
Date: 30-05-2022 11:00:00
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