CAPITEC BANK LIMITED - Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note Programme

Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note Programme

CAPITEC BANK LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1980/003695/06)
Company Code: BICAP
Stock Code: CBL13
ISIN Code: ZAG000092560
Stock Code: CBL14
ISIN Code: ZAG000092552
Stock Code: CBL17
ISIN Code: ZAG000099359
Stock Code: CBL18
ISIN Code: ZAG000099367
Stock Code: CBL20
ISIN Code: ZAG000102245
Stock Code: CBL22
ISIN Code: ZAG000105305
Stock Code: CBL24
ISIN Code: ZAG000130881
Stock Code: CBL25
ISIN Code: ZAG000136110
Stock Code: CBL26
ISIN Code: ZAG000136128
Stock Code: CBL27
ISIN Code: ZAG000143884
Stock Code: CBL28
ISIN Code: ZAG000151333
(“Capitec Bank” or “the bank”)

Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note
Programme

Reference is made to (a) the Capitec Bank Limited ZAR8,000,000,000
Domestic Medium Term Note Programme ("Programme") and the Amended and
Updated Programme Memorandum dated 21 April 2016 ("Programme
Memorandum") prepared by Capitec Bank Limited ("Issuer") in respect
of the Programme and (b) the amended JSE Debt Listings Requirements
(effective 15 October 2018) ("Amended JSE Debt Listings
Requirements"). References in this announcement to any Section are to
that Section of the Amended JSE Debt Listings Requirements.

Unless otherwise defined in this SENS announcement, capitalised terms
used in this SENS announcement bear the meanings ascribed to them in
in the section of the Programme Memorandum headed "Terms and
Conditions" ("Terms and Conditions").

1.1.   Noteholders are hereby notified that:

       a) Section 7.26 provides for the procedure to amend the Terms
          and   Conditions  (including  the   Applicable  Terms  and
          Conditions).

       b) Condition 20 (AMENDMENTS) of the Terms and Conditions is
          deleted and replaced in its entirety with the provisions of
          Section 7.26.

       c) Section 7.27 provides, in relation to a meetings of
          Noteholders, (i) for the application of the sections in the
          Companies Act, 2008 ("Companies Act") that relate to "notice
          of meetings", "conduct of meetings" and "meeting quorums and
          adjournment" as if the references in such sections to
          "shareholders" and "company", respectively, were references
          to "Noteholders" and "Issuer" respectively (ii) for such
          meeting to be announced on SENS and for the announcement to
          state the date that the Issuer has selected to determine
          which Noteholders recorded in the Register will receive the
          notice of meeting and the last date by which proxy forms must
          be submitted, (iii) for voting by proxy and (iv) for the
          application of the sections in the Companies Act that provide
          for the form of proxy form. Section 7.28 provides that a
          written resolution to Noteholders must state the date that
          the Issuer has selected to determine which Noteholders
          recorded in the Register will receive the notice of written
          resolution.

       d) Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and
          Conditions is deleted and replaced in its entirety with the
          provisions of Section 7.27 and Section 7.28.

       e) The Issuer confirms that, at the time the next update is
          required to be made to the Programme Memorandum in terms of
          Section 7.24 (as read with Section 7.25) or for any other
          reason, the Issuer will procure that such update will
          provide, in addition, for (a) Condition 20 (AMENDMENTS) of
          the Terms and Conditions to be amended to reflect the
          provisions of Section 7.26 and (b) for Condition 21 (MEETINGS
          OF NOTEHOLDERS) of the Terms and Conditions to be amended to
          reflect the provisions of Section 7.27 and Section 7.28.

      f)  The Amended JSE Debt Listings Requirements are available on
          the JSE’s website at www.jse.co.za.

      g)  The "Capitec Bank Limited Annual Report" of the Issuer for
          the financial year ended 28 February 2018 is incorporated by
          reference into the Programme Memorandum (see the section of
          the Programme Memorandum headed "Documents Incorporated by
          Reference"). This annual report updates the description of
          the Issuer and its business set out in the section of the
          Programme Memorandum headed "Description of the Issuer". This
          annual report is available for inspection, upon request,
          during normal office hours, at the Specified Office of the
          Issuer. In addition, this annual report is available on the
          following website: www.capitecbank.co.za."

16 November 2018

Debt Sponsor
PSG Capital

Date: 16/11/2018 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.