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.zaby 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

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Capitec Bank Holdings Limited published this content on 30 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2022 15:28:08 UTC.