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Notice of Annual General Meeting 2021 Contents Notice of annual general meeting 2021 Contents 1. Impact of the COVID-19 pandemic on 10. Authority to amend the definition of the AGM 1 employee in the Capitec Bank Holdings 2. Purpose of the AGM 2 Share Trust Deed 9 10 3. Presentation of the annual financial Ordinary resolution number 13 statements and reports 2 11. Approval of non-executive Directors’ remuneration 11 4. Re-election of Directors 3 Special resolution number 1 11 Ordinary resolution number 1: DP Meintjes 3 Ordinary resolution number 2: PJ Mouton 3 12. Authority to repurchase shares 12 Ordinary resolution number 3: JP Verster 3 Special resolution number 2 13 5. Confirmation of appointment of Directors 4 13. Financial assistance 13 Ordinary resolution number 4: CH Fernandez 4 13.1 Financial assistance to related companies Ordinary resolution number 5: SA du Plessis 4 and corporations 13 Ordinary resolution number 6: V Mahlangu 4 Special resolution number 3 14 13.2 Financial assistance relating to the 6. Re-appointment of auditors 4 acquisition of Ordinary Shares in terms of a Ordinary resolution number 7: Restricted Share Plan for senior managers 14 PricewaterhouseCoopers Inc. 5 Special resolution number 4 15 Ordinary resolution number 8: Deloitte & Touche 5 14. Other business 15 7. Specific authority to issue certain Loss Notes to the Notice of the AGM 16 Absorbent Capital Securities for cash 5 Annexure A Summary curricula vitae of Directors Ordinary resolution number 9 6 who are eligible for re-election or 8. General authority to issue Ordinary Shares whose appointment is to be confirmed for cash 7 at the AGM 17 Ordinary resolution number 10 8 Annexure B Additional information required in terms 9. Non-binding endorsement of the of the JSE Listings Requirements in remuneration policy and its implementation 8 respect of ordinary resolution number 9 Ordinary resolution number 11 9 and special resolution number 2 19 Ordinary resolution number 12 9 Proxy form Attached Notes to the form of proxy Attached Contact information 28 This document is important and requires your immediate attention If you are in any doubt as to the action you should take in relation to this notice, please consult your Central Securities Depository Participant (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately. Our purpose is to make banking simple and transparent so that our clients can live better. Action required We achieve this by applying our fundamentals Shareholders are referred to pages 1 of simplicity, affordability, accessibility and and 16 of this notice of annual general personalised experience. This unwavering focus, meeting which sets out the action combined with agility and digitalisation, allows us to deliver value to our stakeholders despite required by shareholders of both difficult social and economic conditions. certificated and uncertificated shares. Notice of annual general meeting Incorporated in the Republic of South Africa Registration number 1999/025903/06 Registered bank controlling company Ordinary share code: CPI ISIN: ZAE000035861 (“Capitec” or the “Company”) Notice is hereby given that the annual general meeting of the shareholders of Capitec Bank Holdings Limited (“Capitec” or the “Company”) will be held entirely via electronic communication on Friday, 28 May 2021, at 2.30 pm (“AGM”) to transact the business as set out in this Notice of AGM (“Notice”) and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out in this Notice. Any capitalised words or expressions defined anywhere in this Notice shall bear the same meanings assigned to such word or expression throughout this Notice (including in the texts of the respective resolutions), when so used in capitalised form, unless specifically otherwise defined in any particular part of this Notice. 1. Impact of the COVID-19 pandemic on the AGM Due to the continued risk presented by the COVID-19 virus and the uncertainty of the infection rate at the time of the AGM, the AGM will be held entirely via electronic communication. Shareholders are invited to join and participate in the AGM by following the directions set out below. The Company believes that this is the prudent and responsible route to adopt, to protect the health of our shareholders, staff and other AGM participants. Directions for electronic registration and participation at the AGM The AGM will be conducted virtually, giving shareholders the opportunity to attend and participate in the AGM using a compatible smartphone, tablet or computer. Shareholders who wish to attend the AGM can access an online registration portal to register for electronic participation in the AGM (“the Online Portal”) by following the link: https://smartagm.co.za/ (or type it into the web browser). You will need the latest versions of Chrome, Edge or Firefox. Please ensure that your browser is compatible. Registration 1. Shareholders are requested to register on the Online Portal (by following the link: https://smartagm.co.za/) by no later than 2.30 pm on Wednesday, 26 May 2021. 2. Shareholders may, however, still register via the Online Portal to participate in, and/or vote electronically at the AGM after this date provided that such shareholders have verified their right to attend and register prior to exercising any rights at the AGM. 3. The following documents will be required to be uploaded via the Online Portal as part of the registration process: (i) Proof of identity (i.e. identity document, driver’s licence or passport) (ii) Authority if acting in a representative capacity (iii) In the case of dematerialised shareholders without “own-name” registration who wish to attend the AGM electronically, such shareholders must request their CSDP or stockbroker to provide them with the necessary letter of representation (“the LOR”). Please refer to page 16 of this Notice for further details regarding the LOR. 4. Following successful registration, the transfer secretary will provide you with a username and password to connect electronically to the AGM by no later than 12 hours before the AGM starts. Participation 1. Enter web.lumiagm.com into your web browser 2. Enter the Meeting ID (156-177-948) 3. Select ‘I have a login’ and enter your username and password (refer to step 4 above under ‘Registration’). Notice of annual general meeting 2021 | 1 Notice of annual general meeting continued The electronic communication employed will enable all persons participating in the AGM to communicate concurrently with one another without an intermediary and to participate effectively in the AGM. It will be possible to vote on resolutions via electronic communication during the AGM. Voting will be conducted via the online voting platform. Although voting will be permitted by way of electronic communication, shareholders are encouraged to submit votes by proxy before the AGM. Refer to page 16 of this Notice for directions to submit votes by proxy. Shareholders are further encouraged to submit any questions to the company secretary by e-mail to [email protected] by no later than 2.30 pm on Wednesday, 26 May 2021. These questions may be addressed at the AGM or responded to by e-mail. A question facility will also be available on the Lumi platform. Terms and conditions for participation in the AGM via electronic communication The cost of electronic participation in the AGM is for the expense of the shareholder (“Participant”) and will be billed separately by the Participant’s own service provider. The electronic communication services are provided by third parties and neither the Company nor its service providers can be held liable for any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the Participant or anyone else. Neither the Company nor any of its service providers can be held accountable, and Participants in the AGM will have no claim against the Company, whether for consequential damages or otherwise, arising from the use of the electronic services or any defect in it or from total or partial failure of the electronic services and connections linking the Participant via the electronic services to the AGM such as insufficient airtime or data, internet connectivity, internet bandwidth and/or power outages. 2. Purpose of the AGM The purpose of the AGM is to (i) present the audited annual financial statements of the Company for the year ended 28 February 2021 and the reports of the directors, the audit committee and the social and ethics committee; (ii) transact the business as set out in this Notice and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out in this Notice; and (iii) transact any other business as may be transacted at an AGM in terms of the Companies Act, Act 71 of 2008, as amended (“Act”) and the memorandum of incorporation of the Company (“Memorandum of Incorporation”). 3. Presentation of the annual financial statements and reports Presentation, in terms of the Act, of the audited annual financial statements of the Company (as approved by the board of directors of the Company (“Board” or “Directors”)), including the: • report of the Directors; • report of the audit committee of the Company and the group, being Capitec and its subsidiaries (the “Group”), for the year ended 28 February 2021; and • report of the social and ethics committee of the matters over which it presides. Note Shareholders are referred to the Company’s 2021 integrated annual report (“Integrated Annual Report”) for the audited annual financial statements of the Company and the Group (page 139), including the reports of the Directors (page 143), the audit committee (page 142) and the report of the social and ethics committee (page 70).
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