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.