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

Ladies and gentlemen, my name is Santie Botha and I chair the Board of Capitec. It is my pleasure to welcome you to this general meeting of preference shareholders. The purpose of this meeting is to pass the proposed special resolution to amend the terms of the preference shares contained in Schedule 2 to the memorandum of incorporation, our MOI. So I'll start with the matters of this general meeting. As a quorum of members is present, we have at least 3 shareholders present 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 30th of June 2026, allowing sufficient time for members to peruse the content thereof. I propose, therefore, that this notice be taken as read. As this meeting is held virtually only, we will vote on a poll on the special resolution proposed in the notice. Guidance on how to vote was included in the notice of this general meeting and is available on the Capitec website in the shareholder center as well as the Computershare MeetNow registration portal for online attendees. A copy of the guidance note on the voting procedure has also been made available at this venue, so please follow the instructions carefully. We will open the voting on the special resolution now to enable you to vote at your leisure, whilst I read through the resolution. On your phone, cast your vote on the resolution by either selecting for, against or abstain. The green tick is an indication that your vote was successful. To change your vote, select change Your Vote. Voting will remain open until I announce that the poll will be closed. You will be able to ask questions by text via the webcast and vote whilst the poll is open. I will allow for questions after I have read the resolution. Once all questions relating to the proposed resolution has been dealt with, I will ask you to finalize your vote, close the poll and we will display the results on the resolution on the screen. Shareholders attending via electronic communication, who wish to ask a question must select the Q&A icon, type your message in the chatbox at the bottom of the messaging screen and press the arrow button. So the resolution, we move to the business of the day. The amendments to the company's memorandum of incorporation, necessitated by changes to the JSE Listings Requirements, The Companies Act, the Financial Sector Regulation Act and related prudential standards, circulars and directives resulted in consequential amendments to the preference share terms. In addition, the JSE Listings Requirements required certain direct amendments to the preference share terms as well. It is important to note that -- very important to note that the proposed amendments do not dilute shareholder voting rights, do not affect the economic entitlement of preference shareholders and do not alter the nature of the preference shares. So, Special resolution #1, we only have one today. It is for the approval to the amendments of the preference share terms as set out in Annexure A to the notice of this general meeting. Are there any questions regarding the required amendments? So I'm going to wait for questions. Are there any questions on the special resolution that I've just read?

I can confirm that we do not have any questions currently, [indiscernible].

I'll just give it 1 or 2 or 3 more seconds. Okay. It seems that we do not have any questions. So please vote now. [Voting]

Once you voted, can I please ask that the results are displayed on the screen as there have not been any questions in terms of all the votes cast -- maybe just give it 1 or 2 seconds. So can we have a look at the results? Okay. So the special resolution has been passed with the requisite majority. So ladies and gentlemen, we've had this 1 agenda item that is now dealt with. Thank you very much for attending this general meeting, and I now declare the meeting closed. So thanks very much.