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 1 June 2020 and 1
July 2021, with regards to the hedging and financing transaction over a portion of a
shareholding in Capitec (the “2020 Transaction”) now held by Kalander Sekuriteit
(Pty) Ltd (“Kalander”).

Shareholders are advised that Kalander has cash settled the 2020 Transaction and
implemented a new hedging and re-financing transaction over less shares than hedged
under the 2020 Transaction (the “Refinancing Transaction”), the relevant details of
which are 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 A DIRECTOR        Capitec
STATUS: EXECUTIVE/NON-EXECUTIVE    Non-Executive Director
TYPE AND CLASS OF SECURITIES       Ordinary Shares
NUMBER OF SECURITIES TRANSACTED    1,000,008
DEEMED VALUE OF SECURITIES
TRANSACTED                         R1,624,112,992.80
                                   (based on a share price of R1,624.10)
NATURE OF TRANSACTION              Funded Derivative Transaction
DATE OF TRANSACTION                25 April 2023
PUT STRIKE PRICE                   R1,461.69
CAP PRICE                          R2,517.36
OPTION STYLE                       European
EXPIRY DATE                        3.1 years on average
MAXIMUM FINANCIAL OBLIGATION       R1,461,701,693.52
NUMBER OF SHARES PROVIDED AS
SECURITY/COLLATERAL                1,000,008
TRADE                              Off Market
NATURE AND EXTENT OF
THE DIRECTOR’S
INTEREST IN THE TRANSACTIONS       Indirect, non-beneficial

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

As with prior hedging and financing transactions, Kalander’s intention remains to
cash settle the Refinancing Transaction. As such, all the underlying shares will
continue to be retained by Kalander.

2 May 2023
Stellenbosch

Sponsor
PSG Capital

Date: 02-05-2023 03:40:00
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