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