CAPITEC BANK HOLDINGS LIMITED - Dealing in Securities by an Associate of a Director

Dealing in Securities by an Associate of a Director

CAPITEC BANK HOLDINGS LIMITED
Registration number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Share Code:    CPI
ISIN Number: ZAE000035861
(“Capitec”)

DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements,
the following information, relating to the dealing in securities by an associate
of a director is disclosed:

Shareholders are referred to the announcements released on SENS on respectively 20
December 2018 and 1 July 2021, relating to the hedging and financing transaction
over a portion of a shareholding in Capitec (the “2018 Transaction”) held by
Kalander Sekuriteit (Pty) Ltd (“Kalander”).

Shareholders are now advised that, in anticipation of the upcoming expiry and
financing repayment date of the 2018 Transaction, Kalander has concluded a new
hedging and financing transaction (the "New Transaction") over 330 000 shares on
the basis set out below:

  NAME OF DIRECTOR                        M S du P le Roux
  NAME OF ASSOCIATE                       Kalander
  DIRECTOR’S RELATIONSHIP WITH            Mr Le Roux is a director of Kalander
  ASSOCIATE
  COMPANY OF WHICH HE IS A DIRECTOR       Capitec Bank Holdings Limited
  STATUS: EXECUTIVE/NON-EXECUTIVE         Non-Executive Director
  CLASS AND TYPE OF SECURITIES            Ordinary shares
  EFFECTIVE DATE OF TRANSACTION           30 July 2021
  NUMBER OF SECURITIES TRANSACTED         330,000
  DEEMED VALUE OF SECURITIES TRANSACTED   R538,876,800
  NATURE OF TRANSACTION                   Collar
  PUT STRIKE PRICE                        R1,465.84
  CAP STRIKE PRICE                        R2,850.24
  OPTION STYLE                            European
  EXPIRY DATE                             3.4 years on average
  MAXIMUM FINANCIAL OBLIGATION            R483 727 200
  NUMBER OF SHARES PROVIDED AS            330,000
  SECURITY/COLLATERAL
  TRADE                                   Off Market
  NATURE AND EXTENT OF THE DIRECTOR’S     Indirect, non-beneficial
  INTEREST IN THE TRANSACTION

The hedging counterparty shall provide Kalander with loan financing for the duration
of the New Transaction. The maximum financial obligation under that financing
arrangement, including all interest thereon, will never exceed the total number of
shares provided as security multiplied by the put strike. Kalander will therefore
always be in the position to fully cover the liability under the financing
arrangement with the shares provided as security.

The proceeds of the financing arrangement under the New Transaction will be used
to cash settle a portion of the 2018 Transaction. Kalander’s intention remains to
cash settle the New Transaction. As such, all the underlying shares will continue
to be retained by Kalander.

3 August 2021
Stellenbosch

Sponsor
PSG Capital

Date: 03-08-2021 11:00:00
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