THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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. Action required Shareholders are referred to page 24 of this notice of annual general meeting which sets out the action required by shareholders of both certificated and uncertificated shares. (Incorporated in the Republic of South Africa) (Registration number 1999/025903/06) Ordinary share code: CPI ISIN: ZAE ( Capitec or the Company ) Notice of annual general meeting Corporate adviser and sponsor Attorneys Transfer secretaries Date of issue: 2 May 2013 This notice is available in English only. A copy of this notice is available on the Company s website at from 2 May 2013 until the date of the annual general meeting.

2 INDEX Page no. Notice of annual general meeting 1. Presentation of the annual financial statements and reports 1 2. Re-election of Directors 1 Ordinary resolution number 1: RJ Huntley 1 Ordinary resolution number 2: NS Mjoli-Mncube 1 Ordinary resolution number 3: JP van der Merwe 1 3. Election of Director 1 Ordinary resolution number 4: G Pretorius 2 4. Re-appointment of auditor 2 Ordinary resolution number Basel III: The issue of Ordinary Shares upon the occurrence of a trigger event 2 Ordinary resolution number 6 3 Special resolution number Amendments to the Memorandum of Incorporation 3 Special resolution number Authorised shares 4 Special resolution number General authority to issue Ordinary Shares 4 Ordinary resolution number 7 4 Ordinary resolution number Authority to issue Ordinary Shares for purposes of the Share Option Scheme 5 Ordinary resolution number Endorsement of remuneration policy 5 Ordinary resolution number Approval of Directors remuneration 5 Special resolution number Authority to purchase shares 6 Special resolution number Financial assistance 7 Special resolution number Share option scheme 7 Special resolution number Other business 8 Notes to the notice of the annual general meeting 8 Annexures Annexure A Amendments to the Company s Memorandum of Incorporation proposed in terms of special resolution number 2 9 Annexure B Summary curricula vitae of Directors and executive managers 13 Annexure C Additional information required in terms of the JSE Limited Listings Requirements in respect of special resolution number 5 16 Annexure D Participation in the AGM via electronic communication 21 Proxy form 23 Instructions and notes to the form of proxy 24

3 Capitec Bank Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/025903/06) (JSE share code: CPI ISIN: ZAE ) ( Capitec or the Company ) NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of the shareholders of Capitec will be held in the Banqueting Hall, Stellenrust Wine Estate, Stellenrust Road, R44, Stellenbosch (GPS coordinates: S E ) on Friday, 31 May 2013, at 14:30 ( 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. 1. PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS AND REPORTS 1.1 Presentation, in terms of the Companies Act, 2008 (Act 71 of 2008) ( Act ), of the: audited annual financial statements (as approved by the board of directors of the Company ( Board or Directors ), including the report of the Directors; and report of the audit committee, of the Company and the Group, being Capitec and its subsidiaries (the Group ), for the year ended 28 February Note: The audited annual financial statements of the Company and the Group, including the reports of the Directors and the audit committee are included in the Company s 2013 integrated report ( Integrated Report ). 1.2 Presentation, in terms of the Act, by the chairman of the social and ethics committee of the matters over which it presides. The Integrated Report can be: accessed on the internet at relations/financial results/integrated annual reports; or obtained free of charge by requesting same from the company secretary at enquiries@capitecbank.co.za or attention: The company secretary, Capitec Bank Limited, PO Box 12451, Die Boord, Stellenbosch, In the case of shareholders who have requested to receive the Integrated Report, the Integrated Report has been distributed together with this Notice. 2. RE-ELECTION OF DIRECTORS Ms Reitumetse Jacqueline Huntley, Ms Nonhlanhla Sylvia Mjoli-Mncube and Mr Jacobus Pieter van der Merwe are obliged to retire by rotation at the AGM in accordance with clause of the memorandum of incorporation of the Company ( Memorandum of Incorporation ). Having so retired, Ms Huntley, Ms Mjoli-Mncube and Mr van der Merwe are eligible for re-election and have offered themselves for re-election as independent non-executive directors. Summary curricula vitae of the independent non-executive Directors listed in ordinary resolutions numbers 1, 2 and 3 below are included on pages 13 and 14 of Annexure B to this notice. The directors affairs committee has reviewed the composition of the Board and has determined that the Board represents an appropriate mix of skill and experience. Taking into account the past performance of and contributions made by Ms Reitumetse Jacqueline Huntley, Ms Nonhlanhla Sylvia Mjoli-Mncube and Mr Jacobus Pieter van der Merwe, it is recommended that they be re-appointed as Directors. The Memorandum of Incorporation requires that Directors be elected by shareholders by way of an ordinary resolution. Ordinary resolution number 1 Resolved that Ms Reitumetse Jacqueline Huntley be and is hereby re-elected as independent non-executive Director of the Company. Ordinary resolution number 2 Resolved that Ms Nonhlanhla Sylvia Mjoli-Mncube be and is hereby re-elected as independent non-executive Director of the Company. Ordinary resolution number 3 Resolved that Mr Jacobus Pieter van der Merwe be and is hereby re-elected as independent non-executive Director of the Company. * The percentage of voting rights that will be required for ordinary resolutions 1, 2 and 3 to be adopted is more than 50% of the voting rights exercised on each resolution. 3. ELECTION OF DIRECTOR In terms of the Memorandum of Incorporation, the Directors may appoint a person as an additional Director, provided that such appointment is confirmed by shareholders at the next AGM of the Company by means of an election by way of an ordinary resolution. On 19 November 2012, the Board appointed Mr Gerrit Pretorius as a Director, and shareholders are now required to confirm such appointment. 1

4 The appointment of Mr Pretorius will enhance the mixture of business skills and experience available to the Company, taking into account the nature and complexity of the business of a bank controlling company. It also facilitates compliance with corporate governance requirements such as the balance of non-executive and independent directors on the Board. A summary curriculum vitae of Mr Pretorius is included on page 14 of Annexure B to this notice. Ordinary resolution number 4 Resolved that Mr Gerrit Pretorius be and is hereby elected as an independent non-executive Director of the Company. * The percentage of voting rights that will be required for this ordinary resolution number 4 to be adopted is more than 50% of the voting rights exercised on the resolution. 4. RE-APPOINTMENT OF AUDITOR The Company, being a public company which is listed on the JSE Limited ( JSE ), is required to have its annual financial statements audited by an external auditor, which external auditor is required to be appointed annually by shareholders at the Company s AGM. Refer to page 65 of the Integrated Report where matters relating to the Company s external auditor are dealt with. Ordinary resolution number 5 Resolved that PricewaterhouseCoopers Inc. be re-appointed as auditor of the Company to hold office until the conclusion of the next AGM of the Company. * The percentage of voting rights that will be required for this ordinary resolution number 5 to be adopted is more than 50% of the voting rights exercised on the resolution. 5. BASEL III: THE ISSUE OF ORDINARY SHARES UPON THE OCCURRENCE OF A TRIGGER EVENT On 16 December 2010 the Basel Committee on Banking Supervision published the documents entitled Basel Committee on Banking Supervision Basel III: A global regulatory framework for more resilient banks and banking systems December 2010 (rev June 2011) and Basel Committee on Banking Supervision Basel III: International Framework for liquidity risk measurements, standards and monitoring December 2010 (rev June 2011) (such documents as supplemented and/or amended from time to time, Basel III and the Basel III Accord ). Basel III provides, among other things, for three tiers of regulatory capital ( Regulatory Capital ): (i) common equity tier 1 capital, (ii) additional tier 1 capital and (iii) tier 2 capital. The new Regulations Relating to Banks published as No R in Government Gazette No of 12 December 2012 ( Regulations Relating to Banks ) provide, among other things, for the implementation of the Basel III Accord in South Africa. Although the Regulations Relating to Banks have been promulgated and came into operation on 1 January 2013, the required amendments to the Banks Act,1990 (Act 94 of 1990) ( Current Banks Act ) to provide, among other things, for the implementation of the Basel III Accord in South Africa, have not yet been promulgated. The required amendments to the Current Banks Act are expected to be substantially in the form set out in the Banks Amendment Bill [B ] referred to in Notice 942 published in Government Gazette No of 16 November 2012 ( Bill ). The date on which the Current Banks Act, as amended substantially in accordance with the Bill, will be promulgated and comes into force ( Effective Date ) is not certain. The Bill (but not the Regulations Relating to Banks) contains certain key definitions of, among other things, (i) common equity tier 1 capital ( Common Equity Tier 1 Regulatory Capital ), (ii) additional tier 1 capital ( Additional Tier 1 Regulatory Capital ) and (iii) tier 2 capital ( Tier 2 Regulatory Capital ). Regulations 38(13) and 38(14) of the Regulations Relating to Banks set out the requirements with which specified categories of instruments and/or shares ( Capital Instruments ) must comply in order for the proceeds of the issue thereof to rank as either (i) Common Equity Tier 1 Regulatory Capital ( Common Equity Tier 1 Capital Instruments ), (ii) Additional Tier 1 Regulatory Capital ( Additional Tier 1 Capital Instruments ) or (iii) Tier 2 Regulatory Capital ( Tier 2 Capital Instruments ). Capital Instruments may be issued by the Company and/or by the Company s wholly owned unlisted subsidiary, Capitec Bank Limited (registration number 1980/003695/06) ( Capitec Bank ). Subject to the requirements set out in Regulation 38(13) of the Regulations Relating to Banks, Common Equity Tier 1 Capital Instruments and Additional Tier 1 Capital Instruments may include ordinary shares and certain types of preference shares (together, Equity Capital Instruments ). Currently, other than ordinary shares, the Company does not have any other category of Equity Capital Instruments in issue. Basel III requires the implementation of certain loss absorbent criteria under certain point of non-viability circumstances. In principle, under these loss absorption requirements, the terms and conditions of Additional Tier 1 Capital Instruments and Tier 2 Capital Instruments (together, Convertible Capital Instruments ) must have a provision that requires the Convertible Capital Instruments, at the option of the relevant authority, to either be written off or converted into common equity (that is, ordinary shares) upon the occurrence of the relevant trigger event. The relevant authority for purposes of Basel III in South Africa ( Relevant Authority ) will be the Registrar of Banks or such other governmental authority in South Africa (if any) as will have the responsibility of making decisions relating to the declaration of a bank as being non-viable, with the effect of triggering loss absorption within the relevant Convertible Capital Instruments. There is uncertainty regarding the nature of the trigger event provided for in Regulations 38(13)(b) and 38(14) of the Regulations Relating to Banks and the criteria that will be taken into account by the Relevant Authority in determining the trigger event. Regulations 38(13)(b)(i) 2

5 and 38(14)(a)(ii) of the Regulations Relating to Banks refer to the occurrence of the trigger event specified in writing by the Relevant Authority. It would appear (although this is not certain) that this trigger event must as a minimum be the earlier of (i) a decision that a write-off, without which the issuing bank would become non-viable, is necessary, as determined by the Relevant Authority and (ii) the decision to make a public sector injection of capital, or equivalent support, without which the issuing bank would have become non-viable, as determined by the Relevant Authority. There is also uncertainty as to how the determination that a trigger event has occurred will be communicated by the Relevant Authority to the issuer and the holders of the relevant Convertible Capital Instruments. The relevant legislation for purposes of the implementation of Basel III in South Africa ( Capital Regulations ) is expected to include (i) the Current Banks Act or, upon the Effective Date, the Current Banks Act as amended (substantially in accordance with the Bill) to provide, among other things, for the implementation of the Basel III Accord (or the applicable provisions thereof) in South Africa, as further supplemented and/or amended from time to time ( Amended Banks Act ), (ii) the Regulations Relating to Banks, as further amended from time to time, (iii) the requirements, circulars, guidance notes, directives and/or policies issued by the Relevant Authority from time to time relating to capital adequacy and/or Capital Instruments and/or Regulatory Capital and (iv) the conditions prescribed by the Relevant Authority from time to time for the proceeds of the issue of Capital Instruments to rank as Regulatory Capital. References in this notice to the Banks Act are to the Current Banks Act or, upon the Effective Date, the Amended Banks Act, as applicable. In accordance with the Capital Regulations, where the Company issues Convertible Capital Instruments, the terms of the Convertible Capital Instruments will provide that, upon the occurrence of the relevant trigger event, the Convertible Capital Instruments will either be written off or converted into ordinary shares in the share capital of the Company ( Ordinary Shares ). In addition, where Capitec Bank issues Convertible Capital Instruments, the terms of the Convertible Capital Instruments will provide that, subject to the Capital Regulations, upon the occurrence of the relevant trigger event, the Convertible Capital Instruments will either (i) be written off or (ii) converted into Ordinary Shares issued by the Company or (iii) converted into Ordinary Shares issued by Capitec Bank. The precise mechanism by which Convertible Capital Instruments issued by Capitec Bank will be converted into Ordinary Shares upon the occurrence of the relevant trigger event is not yet certain. However, in terms of the Capital Regulations, the conversion of Convertible Capital Instruments issued by the Company (or, where applicable, the conversion of Convertible Capital Instruments issued by Capitec Bank) into Ordinary Shares must occur automatically upon the occurrence of the relevant trigger event. In addition, the Capital Regulations require that, in principle, the Company (or, where applicable, Capitec Bank) must at all times maintain all prior authorisations necessary to immediately issue the relevant number of Ordinary Shares specified in the terms and conditions of the Convertible Capital Instruments should the relevant trigger event occur. The purpose of ordinary resolution number 6 and special resolution number 1 is to give effect to these requirements. Ordinary resolution number 6 Resolved that subject to (and in accordance with) the Banks Act, the other Capital Regulations and the terms and conditions of Convertible Capital Instruments issued by the Company or Capitec Bank and subject, where applicable, to the JSE Listings Requirements and the Act, the Directors be and are hereby authorised, by way of a specific approval, to issue Ordinary Shares in the unissued but authorised share capital of the Company (as contemplated in paragraph 7 below), to the holders of such Convertible Capital Instruments, on such terms and conditions as the Directors may deem fit and as are required to give effect to the conversion of such Convertible Capital Instruments into Ordinary Shares upon the occurrence of the relevant trigger event. * The percentage of voting rights that will be required for this ordinary resolution number 6 to be adopted is more than 50% of the voting rights exercised on the resolution. Special resolution number 1 Resolved that, subject to and conditional upon the passing of ordinary resolution number 6, and in accordance with section 41(3) of the Act, the Directors be and are hereby authorised, by way of a specific authority, to issue Ordinary Shares on the terms set out in ordinary resolution number 6. * The percentage of voting rights that will be required for this special resolution number 1 to be adopted is 75% of the votes exercised on the resolution. 6. AMENDMENTS TO THE MEMORANDUM OF INCORPORATION The implementation of the Basel III Accord in South Africa through the Capital Regulations (including the Regulations Relating to Banks and the Banks Act), requires certain specific amendments to the Memorandum of Incorporation, which amendments are set out in Annexure A to this notice. In addition, certain general amendments to the Memorandum of Incorporation have been requested by the Board, as set out in Annexure A to this notice. An amendment to the Memorandum of Incorporation will take effect from the later of (i) the date on which such amendment is approved by the Relevant Authority in writing in terms of the Banks Act and (ii) where such amendment has been registered by the Relevant Authority and the Relevant Authority has issued a certificate of registration to the Company, the date (if any) specified in that certificate of registration. In terms of section 16(1)(c) of the Act as read together with clause 43.1 of the Memorandum of Incorporation, the Company s Memorandum of Incorporation may be amended by way of a special resolution by the shareholders, provided that the Relevant Authority approves such amendment prior to the filing of such amendment with the Companies and Intellectual Property Commission. The purpose of special resolution number 2 is for shareholders to approve the amendments to the Memorandum of Incorporation as set out in Annexure A to this Notice. Special resolution number 2 Resolved that, in accordance with clause 43.1 of the Memorandum of Incorporation and section 56 of the Current Banks Act (as read, in relation to the Act, with section 51 of the Current Banks Act), the Memorandum of Incorporation be and is hereby amended as set out in Annexure A to this notice. * The percentage of voting rights that will be required for this special resolution number 2 to be adopted is 75% of the votes exercised on the resolution. 3

6 7. AUTHORISED SHARES Pursuant to the amendment to the Memorandum of Incorporation in terms of special resolution number 2, in the event that Convertible Capital Instruments issued by the Company and/or by Capitec Back (the proceeds of the issue of which Convertible Capital Instruments comprise Additional Tier 1 Regulatory Capital or Tier 2 Regulatory Capital of the Company or Capitec Bank, as applicable) are required, in accordance with the applicable Capital Regulations as read with the terms of issue of such Convertible Capital Instruments, to be converted into Ordinary Shares upon the occurrence of the relevant trigger event contemplated in paragraph 5 above, the number of authorised Ordinary Shares will be increased by the number of Ordinary Shares required to be issued to the holders of such Convertible Capital Instruments, upon the occurrence of the relevant trigger event contemplated in paragraph 5 above, in accordance with the applicable Capital Regulations as read with the terms of issue of such Convertible Capital Instruments. In this regard please refer to the explanatory notes to ordinary resolution number 6 above. The purpose of special resolution number 3 is to authorise the increase in the number of authorised Ordinary Shares. Special resolution number 3 Resolved that, pursuant to, and conditional upon, the amendment to the Memorandum of Incorporation in terms of special resolution number 2, the number of Ordinary Shares that the Company will be authorised to issue shall be amended on the basis set out in the revised schedule 1 of the Memorandum of Incorporation, the effect of which will be that the Company will be authorised to issue (five hundred million) Ordinary Shares with a par value of R0.01 (one cent) each; provided that where Convertible Capital Instruments issued by the Company and/or by Capitec Bank (the proceeds of the issue of which Convertible Capital Instruments comprise Additional Tier 1 Regulatory Capital or Tier 2 Regulatory Capital of the Company or Capitec Bank, as applicable) are required, in accordance with the applicable Capital Regulations as read with the terms of issue of such Convertible Capital Instruments, to be converted into Ordinary Shares upon the occurrence of the relevant trigger event contemplated in paragraph 5 above, the aforementioned number of Ordinary Shares will be increased by the number of Ordinary Shares required to be issued to the holders of such Convertible Capital Instruments, upon the occurrence of the relevant trigger event contemplated in paragraph 5 above, in accordance with the applicable Capital Regulations as read with the terms of issue of such Convertible Capital Instruments; (one hundred million) non-redeemable, non-cumulative, non-participating preference shares of R0.01 (one cent) each, having the rights and privileges set out in schedule 2 of the Memorandum of Incorporation; and (one hundred million) compulsorily convertible or written-off non-redeemable, non-cumulative, non-participating preference shares of R0.01 (one cent) each, having the rights and privileges set out in schedule 3 of the Memorandum of Incorporation. * The percentage of voting rights that will be required for this special resolution number 3 to be adopted is 75% of the votes exercised on the resolution. 8. GENERAL AUTHORITY TO ISSUE ORDINARY SHARES The Board may be required to issue Ordinary Shares for cash from time to time as part of the Company s normal fund-raising exercises to support book growth, increase in footprint nationally and to maintain a healthy capital adequacy ratio. In terms of clause of the Memorandum of Incorporation and paragraph 5.52 of the JSE Listings Requirements, the Directors may issue Ordinary Shares for cash if shareholders generally approve such issue at a general meeting of the Company by the giving of a renewable mandate. The mandate will be valid until the Company s next AGM or for 15 months from the date of the ordinary resolution, whichever period is shorter, and will allow the Directors to issue equity securities for cash subject to the requirements of the JSE and to any other restrictions set out in the mandate. The purpose of ordinary resolution number 7 is for shareholders to generally approve the issue of Ordinary Shares by the Directors, subject to certain terms and conditions. Ordinary resolution number 7 Resolved that, subject to the provisions of the Memorandum of Incorporation, the JSE Listings Requirements and the Act, the Directors be and are hereby authorised, by way of a general approval, to issue Ordinary Shares and options or securities which are convertible into an existing class of equity securities, for cash to such person or persons and on such terms and conditions as they may deem fit; provided that 1. the authority will be valid until the earlier of the Company s next AGM or 31 August 2014; 2. the issue must be of a class of securities already in issue or, limited to such securities or rights that are convertible into a class already in issue; 3. the securities which are the subject of the issue for cash must be issued to public shareholders as defined in the JSE Listings Requirements and not to related parties; 4. the securities which are the subject of general issue for cash: a. in aggregate, in any financial year, will not exceed, in the aggregate, 5% of the Company s issued securities in that class at the date of the first such issue, it being recorded that Ordinary Shares issued in terms of ordinary resolution number 6 and/or ordinary resolution number 9 and special resolution number 7 for purposes of the Share Option Scheme and/or Ordinary Shares which may be issued pursuant to a rights offer to shareholders will not diminish the number of Ordinary Shares that may comprise the 5% of Ordinary Shares that can be issued as contemplated in this ordinary resolution number 7 (for purposes of determining the securities comprising the 5% number in any one year, account must be taken of the dilution effect, in the year of issue of options/convertible securities, by including the number of any equity securities which may be issued in future arising out of the issue of such options/convertible securities); b. of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible; 4

7 c. the number of securities which may be issued, shall be based on the number of securities of that class in issue, added to those that may be issued in future at the date of such application: i. less any securities of the class issued or to be issued in future arising from options/convertible securities issued during the current financial year; ii. plus any securities of that class to be issued pursuant to: aa. a rights issue (which has been announced, is irrevocable and is fully underwritten); or bb. acquisitions (which have had final terms announced) which may be included as though they were securities in issue at the date of application; and d. in determining the price at which an issue of equity securities may be made in terms of this general approval, the maximum discount permitted will be 10% of the weighted average traded price of the equity securities as measured over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the securities. The JSE will be consulted for a ruling if the Company s securities have not traded in such 30 business day period. * The percentage of voting rights that will be required for this ordinary resolution number 7 is a 75% majority of the votes cast in favour of such resolution by all equity securities holders present in person or represented by proxy at the AGM. In terms of clause 6.12 of the Memorandum of Incorporation, the Directors may issue Ordinary Shares if authorised by shareholders in general meeting. The purpose of ordinary resolution number 8 is to grant the Directors the authority to issue Ordinary Shares to shareholders pursuant to a rights offer by the Company. Ordinary resolution number 8 Resolved that, in accordance with clause 6.12 of the Memorandum of Incorporation and subject to the provisions of the JSE Listings Requirements and the Act, the Directors be and are hereby authorised, by way of a general authority, to allot and issue Ordinary Shares in the authorised but unissued share capital of the Company pursuant to a rights offer to shareholders, on such terms and in accordance with such procedures as the Board may determine. * The percentage of voting rights that will be required for this ordinary resolution number 8 to be adopted is more than 50% of the voting rights exercised on the resolution. 9. AUTHORITY TO ISSUE ORDINARY SHARES FOR PURPOSES OF THE SHARE OPTION SCHEME In terms of the Share Option Scheme of Capitec Bank established in terms of the Capitec Bank Holdings Share Trust deed, the terms of which were approved by shareholders at a general meeting held on 7 February 2002, and amendments thereto approved by shareholders at a general meeting held on 2 June 2010 ( Share Option Scheme ), strategic senior employees have been granted options to subscribe for Ordinary Shares. Due to the number of participants in the Share Option Scheme and the fact that options may be exercised at any time within a six-month period after the maturity date, from a practical perspective, the Company will need to be in a position to issue Ordinary Shares in anticipation of such options maturing and becoming capable of being exercised. Once a participant exercises his options, the Ordinary Shares will then be delivered to him. The reason for this ordinary resolution number 9 is that the Board requires authority to issue Ordinary Shares for purposes of the Share Option Scheme. Ordinary resolution number 9 Resolved that, subject to the JSE Listings Requirements and the Act, the Directors be and are hereby authorised, by way of a specific authority, to issue up to Ordinary Shares (in addition to such Ordinary Shares as may be issued pursuant to ordinary resolution number 7), for purposes of the Share Option Scheme, as they may deem fit. * The percentage of voting rights that will be required for this ordinary resolution number 9 to be adopted is more than 50% of the voting rights exercised on the resolution. 10. ENDORSEMENT OF REMUNERATION POLICY The reason for ordinary resolution number 10 is to obtain an advisory vote of shareholders on the remuneration policy of the Group. The vote enables the Board to gain insight into shareholders views on the remuneration policy adopted by the remuneration committee of the Group. Shareholders are reminded that, in terms of King III, ordinary resolution number 10 is non-binding on the Company. Ordinary resolution number 10 Resolved that, in line with good corporate governance practice, the remuneration policy of the Group (excluding the Directors fees paid to the non-executive Directors for their services as directors and members of Board committees) and its implementation as set out in the remuneration report commencing on page 85 of the Integrated Report, be and is hereby endorsed. * The percentage of voting rights that will be required for this ordinary resolution number 10 to be adopted is more than 50% of the voting rights exercised on the resolution. 11. APPROVAL OF DIRECTORS REMUNERATION Section 66(9) of the Act requires that remuneration payable to Directors for their services as directors of the Company, be authorised by shareholders by way of a special resolution. In the circumstances, the Company requires that shareholders approve the fees payable to non-executive Directors as recommended by the human resources and remuneration committee of Capitec and Capitec Bank. Non-executive Directors of Capitec are paid a fixed fee for their services as directors of the Company and Capitec Bank. The fee is not dependent on attendance of Board and Board committee meetings and is determined by the human resources and remuneration committee and approved by the full Board. The fee is adjusted on an annual basis. 5

8 The fees paid to non-executive Directors for the financial year ended on 28 February 2013 are set out on page 19 of Annexure C to this Notice. Executive Directors receive remuneration for services as employees of Capitec Bank; no fees are paid to them for their services as directors of any of the companies in the Group. The remuneration policy of Capitec Bank is set out on pages 85 to 90 of the Integrated Report and the remuneration paid to the executive Directors for the financial year ended on 28 February 2013 on pages 17 to 19 of Annexure C to this notice. The purpose of special resolution number 4 is to enable the Company to pay non-executive Directors for their services rendered as directors of the Company. Special resolution number 4 Resolved that, in terms of section 66(9) of the Act, non-executive Directors of the Company be paid fees for services rendered as directors of Capitec and Capitec Bank during the financial year ending on 28 February 2014, in accordance with the scale of remuneration as set out below: Chairman of the Board* R Board membership** R Chairman of a Board committee**, *** R Chairman of the social and ethics committee R Committee membership** R * The chairman of the Board is paid a retainer as chairman of the Board and receives no further payment for membership of committees. ** Non-executive Directors receive a retainer fee per membership of the Board and each of the Board committees. *** Excludes the social and ethics committee. * The percentage of voting rights that will be required for this special resolution number 4 to be adopted is 75% of the votes exercised on the resolution. 12. AUTHORITY TO PURCHASE SHARES In terms of paragraph 5.67(B)(b) of the JSE Listings Requirements, the Company may purchase its own securities and subsidiaries of the Company (subject, in the case of Capitec Bank, to the Banks Act) must purchase securities issued by the Company, subject to the general approval of shareholders given as a renewable mandate by way of a special resolution, which mandate shall be valid until the Company s next AGM or 15 months from the date of the resolution, whichever period is shorter, to the Directors to repurchase its securities subject to the requirements of the JSE and to any other restrictions set out in the mandate. The purpose of special resolution number 5 is to authorise the Company and its subsidiaries (subject, in the case of Capitec Bank, to the Banks Act) to purchase securities issued by the Company. In terms of paragraph 5.68 of the JSE Listings Requirements, any general repurchase by the Company must, inter alia, be limited to a maximum of 20% of the Company s issued share capital of that class in any one financial year at the time the authority is granted. Furthermore, in terms of section 48(2)(b)(i) of the Act, subsidiaries may not hold more than 10%, in aggregate, of the number of the issued shares of the Company. Statement by the Board In accordance with the JSE Listings Requirements, the Directors state that: i. although the Directors presently do not intend to make any repurchases, they believe that the Company should retain the flexibility to take action in the event that in future a repurchase is considered to be desirable and in the best interests of shareholders. One such eventuality could be the acquisition of Ordinary Shares by subsidiaries (subject, in the case of Capitec Bank, to the Banks Act) for delivery in terms of the Share Option Scheme, the terms of which have been approved by shareholders at a general meeting held on 7 February 2002, and amendments thereto, on 2 June ii. having considered the effect of the maximum number of Ordinary Shares that may be acquired pursuant to the authority given under special resolution number 5: a. the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of this Notice; b. the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of this notice, such assets and liabilities being recognised and measured in accordance with International Financial Reporting Standards and in accordance with the accounting policies used in the audited annual financial statements of the Company and the Group for the year ended 28 February 2013; and c. the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of this Notice. Refer to Annexure B to this Notice for a full list of Directors and executive management members of the Company including a summary of their curricula vitae. Refer to Annexure C to this notice for general information in respect of: Directors statement of responsibility; major shareholders; material changes; Directors interests in securities; the share capital of the Company; and the litigation statement. Special resolution number 5 is a renewal of the authority given by shareholders to the Company to purchase its own shares at the previous AGM held on 1 June

9 Special resolution number 5 Resolved that, subject to the Banks Act, the JSE Listings Requirements and the Act, the Company and/or its subsidiaries (subject, in the case of Capitec Bank, to the Banks Act) be and are hereby authorised, by way of a general approval, to purchase any of the Ordinary Shares upon such terms and conditions and in such amounts as the Directors may from time to time decide; provided that 1. such general approval shall expire at the date of the Company s next AGM or 31 August 2014, whichever is the earlier; 2. the purchase will only be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited); 3. an announcement as contemplated in the JSE Listings Requirements will be published when the Company and/or its subsidiaries have acquired, on a cumulative basis, 3% of the initial number of Ordinary Shares it had in issue prior to the acquisition and for each 3% in aggregate, thereafter; 4. the aggregate number of Ordinary Shares which may be purchased will not, in aggregate in the current financial year, exceed 20% of the number of the Ordinary Shares in issue; 5. a purchase may not be made at a price greater than 10% above the weighted average of the market value of the Ordinary Shares in issue for the five business days immediately preceding the date on which the transaction is effected. The JSE will be consulted for a ruling if the Company s securities have not traded in such five business day period; 6. at any point in time, the Company may only appoint one agent to effect any purchase(s) on the Company s behalf; 7. the Board has resolved (i) to authorise the purchase; (ii) that the Company and its subsidiaries have passed the solvency and liquidity test and (iii) that, since the test was performed, there have been no material changes to the financial position of the Group; and 8. Ordinary Shares may not be purchased during any prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless a repurchase programme is in place in respect of which the dates and quantities of Ordinary Shares to be traded during such period are fixed and full details of such programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period. * The percentage of voting rights that will be required for this special resolution number 5 to be adopted is 75% of the votes exercised on the resolution. 13. FINANCIAL ASSISTANCE In terms of the Act, the Board may authorise the Company to provide direct or indirect financial assistance to any Company or corporation which is related or inter-related to the Company, provided that shareholders have approved such financial assistance by way of a special resolution. The purpose of special resolution number 6, is to empower the Board to authorise the Company to, inter alia, grant loans to its subsidiaries and to guarantee their debts. Notice to shareholders of the Company in terms of section 45(5) of the Act of a Board resolution authorising the Company to provide financial assistance as contemplated in section 45(2) of the Act. By the time that this notice is delivered to shareholders, the Board will have resolved, in terms of the relevant authority granted by shareholders at the AGM held on 1 June 2012, that the Company will from time to time provide any direct or indirect financial assistance as contemplated in section 45(2) of the Act to any one or more companies or corporations which are related or inter-related to the Company ( Section 45 Board Resolution ). The provision of direct or indirect financial assistance by the Company in terms of the Section 45 Board Resolution will be subject to the Board being satisfied that (i) immediately after providing such financial assistance, the Company will continue to satisfy the solvency and liquidity test and that (ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company, as contemplated in sections 45(3)(b)(i) and (ii) of the Act, respectively. In as much as the Section 45 Board Resolution contemplates that such financial assistance will in the aggregate exceed one-tenth of one percent of the Company s net worth at the date of adoption of such resolution, the Company hereby provides notice of the Section 45 Board Resolution to shareholders. Such notice will also be provided to any trade union representing any employees of the Company. Special resolution number 6 Resolved that, in terms of section 45(3)(a)(ii) of the Act, the Board be and is hereby authorised, by way of a general approval, to authorise the Company to provide, at any time and from time to time during the period of two years commencing on the date of this special resolution number 6, any direct or indirect financial assistance (as envisaged in section 45(1) of the Act), to any Company or corporation that is related or inter-related to the Company (as defined in section 2 of the Act), on the terms and conditions and for such amounts as the Board may determine. * The percentage of voting rights that will be required for this special resolution number 6 to be adopted is 75% of the votes exercised on the resolution. 14. SHARE OPTION SCHEME The reason for and effect of this special resolution number 7 is to, in terms of section 41(1)(a) and (b) of the Act (in so far as may be necessary), authorise the Directors to grant options to acquire Ordinary Shares to any Director, future Director, prescribed officer or future prescribed officer, or to any person related or inter-related to any such persons or the Company (as defined in section 2 of the Act) ( designated person ), pursuant to the Share Option Scheme, and to thereafter issue Ordinary Shares to such designated person upon the exercise of such options. Special resolution number 7 Resolved that the Directors be and are hereby authorised to (i) grant options to acquire Ordinary Shares to any designated person as they may deem fit and (ii) issue up to Ordinary Shares (in addition to such Ordinary Shares as may be issued pursuant 7

10 to ordinary resolution number 7) in anticipation of any such options maturing, in accordance with the terms and conditions of the Share Option Scheme. * The percentage of voting rights that will be required for this special resolution number 7 to be adopted is 75% of the votes exercised on the resolution. 15. OTHER BUSINESS To transact such other business as may be transacted at an AGM or raised by shareholders with or without advance notice to the Company. NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING A. Record date The record date in terms of section 59 of the Act for shareholders to be recorded on the shareholders register of the Company in order to: receive this Notice is Friday, 19 April 2013; and attend, participate and vote at the AGM, is Friday, 24 May 2013, and accordingly, the last day to trade in order to be eligible to vote at the AGM is Friday, 17 May B. Voting and proxies (i) Shareholders are reminded that a shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the annual general meeting in place of the shareholder and shareholders are referred to the attached form of proxy; a proxy need not also be a shareholder of the Company; and in terms of section 63(1) of the Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the annual general meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified. (ii) Certificated shareholders and dematerialised shareholders with own name registration who are unable to attend the AGM and who wish to be represented at the meeting, must complete and return the attached form of proxy in accordance with the instructions contained therein, so as to be received by the transfer secretary, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) by no later than 14:30 on Wednesday, 29 May 2013, or handed to the chairman of the AGM before the appointed proxy exercises any of the relevant shareholder s rights at the AGM (or any adjournment of the AGM). (iii) Dematerialised shareholders without own name registration who wish to attend the AGM in person should request their CSDP or broker to provide them with the necessary letter of representation in accordance with the relevant custody agreement. Dematerialised shareholders without own name registration who do not wish to attend the AGM but wish to be represented at the AGM must advise their CSDP or broker, of their voting instructions. Such shareholders should contact their CSDP or broker with regard to the cut-off time for their voting instructions. (iv) Shareholders present in person, by proxy or by authorised representative ( delegates ) shall, on a show of hands, have one vote each and, on a poll, have one vote in respect of each share held. It is intended that voting will be conducted electronically by way of a poll. Upon arrival, delegates are registered, linked to their respective profiles on the share register and given an electronic keypad with which to cast their respective votes. Upon voting, a message is displayed on the keypad screen, confirming that the vote has been registered. Results will be displayed on an overhead screen. (v) Electronic participation Shareholders or their proxies may participate in the AGM by way of telephone conference call. A total of 20 telecommunication lines will be available for such participation. Shareholders or their proxies who wish to participate in the AGM via the teleconference facility must follow the instructions on Annexure D attached to this notice. Shareholders who wish to participate in the AGM telephonically should note that they will not be able to vote during the AGM. Should such shareholders wish to vote, they must, in accordance with paragraph B(ii) or B(iii) above, as may be applicable, either: complete the proxy form and return it to the transfer secretary in accordance with paragraph B(ii) above; or contact their CSDP or broker as set out in accordance with paragraph B(iii) above. By order of the Board CG van Schalkwyk Company secretary 2 May

11 Annexure A AMENDMENTS TO THE COMPANY S MEMORANDUM OF INCORPORATION PROPOSED IN TERMS OF SPECIAL RESOLUTION NUMBER 2 The memorandum of incorporation of the company is hereby amended by the 1. insertion of the following new clauses after the existing clause A Amended Banks Act means the Current Banks Act as amended (substantially in accordance with the Banks Amendment Bill) to provide, among other things, for the implementation of the Basel III Accord (or the applicable provisions thereof) in South Africa, as further supplemented and/or amended from time to time; and 1.1.1B Basel III Accord means the documents entitled Basel Committee on Banking Supervision Basel III: A global regulatory framework for more resilient banks and banking systems December 2010 (rev June 2011) and Basel Committee on Banking Supervision Basel III: International Framework for liquidity risk measurements, standards and monitoring December 2010 (rev June 2011) published by the Basel Committee on Banking Supervision on 16 December 2010, as supplemented and/or amended from time to time ; 2. deletion of clause in its entirety and the substitution of the following in the place thereof Banks Act means, unless the context otherwise requires, the Current Banks Act, or upon the Effective Date, the Amended Banks Act, as applicable ; 3. insertion of the following new clauses after the existing clause A Banks Amendment Bill means the Banks Amendment Bill referred to in Notice 942 published in Government Gazette No of 16 November 2012; 1.1.3B Capital Instruments means the instruments and/or shares contemplated in Regulation 38(13) and Regulation 38(14) of the Regulations Relating to Banks, the proceeds of the issue of which instruments and/or shares rank (or are intended to rank) as Regulatory Capital; and 1.1.3C Capital Regulations means, at any time, any (i) legislation (including the Current Banks Act or, upon the Effective Date, the Amended Banks Act), (ii) regulations (including the Regulations Relating to Banks), (iii) requirements, circulars, guidance notes, directives and/or policies relating to capital adequacy and/or the requirements with which instruments must comply in order for the proceeds of the issue of such instruments to qualify for inclusion in the Regulatory Capital of banks and/or their controlling companies and/or (iv) conditions prescribed by the Relevant Authority for the proceeds of the issue of such instruments to rank as Regulatory Capital, then in effect in South Africa in relation to banks and/or their controlling companies registered under the Banks Act ; 4. insertion of the following new clause after the existing clause A Current Banks Act means the Banks Act No. 94 of 1990 ; 5. insertion of the following new clause after the existing clause A Effective Date means the date on which the Current Banks Act, as amended substantially in accordance with the Banks Amendment Bill, is promulgated and comes into force ; 6. insertion of the following new clauses after the existing clause A Regulations Relating to Banks means the Regulations Relating to Banks promulgated under the Current Banks Act (which Regulations Relating to Banks came into operation on 1 January 2013) published as No. R in Government Gazette No of 12 December 2012, as supplemented and/or amended from time to time; B Regulatory Capital means, as applicable, tier 2 capital or additional tier 1 capital or common equity tier 1 capital each as defined in the Bill or, upon the Effective Date, each as defined in the Amended Banks Act, as applicable; and C Relevant Authority means the Registrar of Banks or such other governmental authority in South Africa (if any) as will have the responsibility of making decisions relating to the declaration of a bank as being non-viable, with the effect (as contemplated in the Regulations Relating to Banks) of triggering loss absorption within the relevant Capital Instruments ; 7. deletion of clause in its entirety and the substitution of the following new clause in the place thereof 2.3 For the avoidance of doubt, for as long as the Company is registered as a controlling company in terms of the Banks Act, all the provisions of this Memorandum of Incorporation and any authority granted in terms thereof, are subject to the requirements of the Banks Act. ; 8. deletion of the reference to Registrar of Banks in the last line of clause 6.2 and the substitution therefor with Relevant Authority where applicable ; 9. insertion of the following new clause before the existing clause A create any class of Shares (including, without limitation, but subject to the Capital Regulations, Shares which comprise Capital Instruments) ; 9