Capitec Bank Holdings Limited (CPI) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to this General Meeting of Shareholders of Capitec Bank Holdings Limited. My name is Santie Botha, I'm the Chair of the Board of Capitec. The reason for convening this meeting is for shareholders to approve a specific issue of shares and financial assistance to Capitec employees. The approval required is for the implementation of [indiscernible] a new broad-based black economic empowerment transaction in one in the past. Capitec wishes apart from improving its broad-based black economic empowerment status to reward employees for their hard work during the past 3 years. Our employees are putting an extraordinary effort servicing our clients and the announcement of the specific issue has been met with huge enthusiasm by our staff who will now share in the continued success of this group. Capitec further announced on 21 February 2022 that it has made some changes to the transaction. It is important to note that the commercial essence of the transaction remains unchanged. Under the original transaction, the new Capitec shares would have been issued at a 50% discount with the expense recorded in Capitec Bank's account for accounting purposes. Under the revised Capitec will now issue the share at full price and Capitec Bank will settle 50% of the issue price to Capitec. The expense will still be recorded in Capitec Bank's accounts and employees will only be liable to pay 50% of the issue price. Capitec will still provide the loan to employees to subscribe for the Capitec shares and the exposure for the group remains unchanged. Capitec Bank will furthermore fund the upfront employee taxes that arise from the new transaction structure and will not seek to recover the funding from our employees. The shares will remain restricted for 5 years. The maximum aggregate value of the transaction remains at ZAR 1 billion, and the number of shares to be issued remains unchanged. As a result of the revision of the transaction structure, ordinary resolution #1 has been modified to state that Capitec will now issue the new shares at the full opening price of this morning as opposed to 50% of the issue price as was originally communicated. As a quorum of members is present, we have at least 3 shareholders present today and at least 25% of votes have been submitted on proxy and notice of this meeting has been given in an appropriate manner, I declare this meeting properly constituted. The notice convening this meeting was distributed on the 24th of January of this year, allowing sufficient time for members to peruse the contents thereof. Capitec further issued a SENS announcement yesterday where we explained the modification to the transaction in detail. I propose, therefore, that the notice be taken as read. The procedure for today for voting. This being a virtual meeting, we need to vote on a poll on the 2 proposed resolutions in the notice. We will open the voting on the resolutions now to enable you to vote at your leisure, whilst I read through the resolutions. So for, if you agree, select against, if you do not agree or select abstain if you do not wish to vote on a resolution. If you have a question, select the Q&A icon, type your message in the chat box and then present. You will be able to send messages and view the webcast whilst the poll is open. I will allow for questions after both the resolutions have been read. Once all the questions have been dealt with, we will ask you to finalize your votes, close the poll, and the results of the resolutions will be displayed on the screen. Okay. So if we now move to the 2 resolutions. So the first one, special resolution #1, in terms of financial assistance. In accordance with Section 44 and 45 of the Companies Act, shareholders are requested to support the Board to authorize Capitec to provide financial assistance in any form or amount to the participating employees on the terms and conditions that the Board may determine for purposes of implementing the relevant components of the transaction. For this resolution to be adopted, at least 75% of all the votes exercised must be cast in favor of special resolution #1. So please vote now if you have no questions. [Voting]

If we then move to ordinary resolution #1, specific issue of shares for cash. In accordance with paragraph 5.51 of the JSE listing requirements, shareholders are requested to support the Board by way of a specific authority to issue and allot up to 625,000 specific issue shares out of the unissued but authorized shares in the share capital of the company to participating employees for cash. This will be done at the subscription price payable per specific issue share of an amount equal to the opening price as detailed in the circular to which the notice of general meeting is attached and modified in terms of the SENS announcement published by the company yesterday. The price at which the shares will be issued will be the opening price of Capitec ordinary shares on the JSE this morning. The price was ZAR 2,080.90 and therefore, Capitec will issue an aggregate of 480,500 shares to employees. For this resolution to be adopted, at least 75% of all the votes exercised must be cast in its favor. So please vote now if you have no questions on this resolution. [Voting]

So we've now concluded the 2 resolutions for this general meeting. And I will now allow time for questions. Are there any questions, it seems as though we do not have any questions today.

No questions, Chair. Chair, if you can maybe just give a minute so that shareholders can type in their questions.

Okay. How long do we wait for the questions?

Chair, doesn't appear that there's any questions at this time.

Okay. So it seems that there are no questions, so we will close the poll, and we will display the results of the votes on the screen, as soon as you're ready.

Votes on the screen.

Thank you. So both resolutions, the special resolution #1, and the ordinary resolution #1 have been passed with more than 99% of votes in favor. So ladies and gentlemen, the 2 specific resolutions have been dealt with. And I would like to really thank you for your attendance today as well as your support in the empowerment of our employees, and I now declare the general meeting closed. Have a good afternoon. Thank you.