Capricorn Group Annual General Meeting

Notice is hereby given that the twenty-eighth Annual General Meeting (“AGM") of the shareholders of Capricorn Group Limited (“the Company") will be held in person in the boardroom on the sixth floor of Capricorn Group Building, Kasino Street, Windhoek on 30 October 2024 at 16:30 and by electronic participation via the electronic meeting platform (as permitted by the provisions of the Companies Act No 28 of 2004, as amended (“the Companies Act"), and the Company's articles of association), to conduct the business and adopt the resolutions listed on the agenda below, with or without modifications.

Participation by way of electronic means

Shareholders or their proxies may participate in the AGM in person or by way of electronic means. The Company is pleased to offer shareholders an online voting facility during the AGM via the Lumi Platform for both shareholders attending the AGM in-person (physically) at the venue as well as those shareholders who will be attending the AGM via electronic communication. Shareholders who elect to attend the AGM in person must bring their smartphone, tablet or computer to the AGM to be able to electronically vote on the necessary resolutions. Shareholders registered in the register of the Company as at 25 October 2024 will receive a virtual AGM guide via e-mail on how to attend the AGM virtually.

1. To consider and adopt the audited group and company annual financial statements for the year ended 30 June 2024.
2. To confirm the ordinary dividends of 112 cents per share (2023: 100 cents per share) amounting to N$580.6 million.
3. To consider and, if accepted, approve by a non-binding advisory vote the Remuneration Policy set out in the remuneration report on pages 73 to 76.
4. To consider and, if accepted, approve the remuneration of the non-executive directors for the financial year ending 30 June 2025:​
   
   A 75% premium is paid to the chairperson of each of the committees and boards. Furthermore, the independent non-executive chairperson of Capricorn Group Ltd is paid an annual retainer of N$765,000.
   
5. To appoint Deloitte & Touche as auditor for the new financial year.
6. To authorise the directors to determine the remuneration of the auditor.
7. To note the retirement by rotation of Ms Fahl and Mr Kali, who, being eligible, avail themselves for re-election. The board supports their re-election. Biographical information of the directors is set out on pages 66 to 67 of the integrated annual report.
8. To confirm the appointments of Mr Nuyoma as executive director and Mr Prinsloo and Mr JW Brandt as non-executive directors. Biographical information of the directors is set out on pages 66 to 67 of the integrated annual report.
9. To resolve, as a special resolution, that the Company be and is hereby authorised, as a general approval, to repurchase any of the shares issued by the Company, upon such terms and conditions and in such amounts as the directors may from time to time determine, but subject to the provisions of sections 89 of the Companies Act, the articles of association of the Company and the NSX Listings Requirements, including, inter alia, that:

a) the general repurchase of the shares may only be implemented through the order book operated by the NSX trading system and done without any prior understanding or arrangement between the Company and the counterparty;
b) this general authority shall only be valid until the next annual general meeting of the Company, provided that it shall not extend beyond fifteen months from the date of this resolution;
c) an announcement must be published as soon as the Company has acquired shares constituting, on a cumulative basis, 3% of the number of shares in issue on the date that this authority is granted, containing full details thereof, as well as for each 3% in aggregate of the initial number of shares acquired thereafter;
d) the general authority to repurchase is limit​ed, in any one financial year, to a maximum of 2% in the aggregate of the Company's issued share capital at the time the authority is granted;
e) a resolution has been passed by the board of directors approving the repurchase, that the Company has satisfied the solvency and liquidity test as defined in the Companies Act and that, since the solvency and liquidity test was applied, there have been no material changes to the financial position of the Company;
f) the general repurchase is authorised by the Company's articles of association;
g) epurchases must not be made at a price more than 10% above the weighted average of the market value of the shares traded for the five business days immediately preceding the date that the transaction is effected. The NSX will be consulted for a ruling if the Company's securities have not traded in such five business day period;
h) the Company may at any point in time only appoint one agent to effect any repurchase(s) on the Company’s behalf; and
i) the Company may not effect a repurchase during any prohibited period as defined in terms of the NSX Listings Requirements unless there is a repurchase programme in place, which programme has been submitted to and approved by the NSX in writing prior to the commencement of the prohibited period.​​​

The reason for and effect, if passed, of special resolution number 9. is to grant the board a general authority in terms of its articles of association and the NSX Listings Requirements for the acquisition by the Company of shares issued by the Company on the basis reflected in special resolution number 9. This authority will provide the board with the necessary flexibility to repurchase shares in the market should a favourable opportunity arise and should it be in the best interest of the Company to do so. The share buy-back will improve the liquidity in the listed equity market and will create opportunity for shareholders to trade their shares.

Note: For a special resolution to be adopted, at least 75% of the voting rights exercised must be exercised in favour thereof.

1. To grant the directors, in terms of the provisions of section 229 of the Companies Act, a general authority to allot and issue the authorised but unissued ordinary shares of the Company on such terms and conditions as they deem fit, subject to the provisions of the Banking Institutions Act and the Listing Requirements of the NSX. The aggregate number of ordinary shares able to be allotted and issued in terms of this resolution shall be limited to the lower of 5% (five percent) of the number of ordinary shares in issue as at the date of this notice and the maximum number of authorised but unissued ordinary shares from time to time. The directors have decided to seek annual renewal of this authority, in accordance with best practice. The percentage of authorised but unissued shares is, at the date hereof, 13.6% of shares in issue. The directors have no current plans to make use of this authority but are seeking its renewal to ensure that the Company has maximum flexibility.
2. To grant the directors, in terms of the provisions of section 229 of the Companies Act, a general authority to allot and issue the authorised but unissued preference shares of the Company, upon such terms and conditions as they deem fit, subject to the provisions of the Banking Institutions Act and the NSX Listings Requirements.
3. To transact such other business as may be transacted at an AGM.
   

Voting:
Shareholders will be entitled to attend and vote at the AGM. As voting will be done via the electronic meeting platform, all matters will be voted by a poll. On a poll, the shareholders present in person or by proxy will each be entitled to one vote for every ordinary share held.

Proxies:
A shareholder qualified to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and, on a poll, vote in his/her stead. A proxy need not also be a shareholder of the Company.

In order to be effective, duly completed proxy forms must be sent to the Company's transfer secretaries, Transfer Secretaries (Proprietary) Limited, 4 Robert Mugabe Avenue (entrance on Dr Theo-Ben Gurirab Street), Windhoek (P.O. Box 2401, Windhoek, Namibia) or ts@nsx.com.na to reach this address not less than 48 hours prior to the meeting.

By order of the board​

H von Ludwiger

Company Secretary Windhoek, 10 September 2024​