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Dealings in Securities by Directors and Prescribed Officers
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" or "the Company")
DEALINGS IN SECURITIES BY DIRECTORS AND PRESCRIBED OFFICERS
A. DEALINGS IN SECURITIES AND ACCEPTANCE BY DIRECTORS AND PRESCRIBED
OFFICERS OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF A SHARE
INCENTIVE PLAN
Select executive directors and prescribed officers of the Company
("participants") were granted share appreciation rights in terms of a
share incentive plan ("Plan") which falls outside of the ambit of schedule
14 of the JSE Limited Listings Requirements ("JSE Listings
Requirements"). The granting and eventual vesting of the share
appreciation rights in terms of the Plan are subject to the participants
investing all or a portion of their after-tax annual cash bonus in Capitec
ordinary shares ("Shares")("Cash Bonus Shares"). Should such participants
dispose of any Cash Bonus Shares within a three-year period from
acquisition, the grant of the share appreciation rights will be reduced
proportionately. Following the exercise of the share appreciation rights,
such rights will be settled by Capitec Bank Limited ("Capitec Bank"), the
wholly-owned subsidiary of the Company, solely by way of Shares purchased
in the market for direct delivery to the participants in order to ensure
that there is no dilution of shareholding, and only where the Company or
Capitec Bank, as may be applicable, is not prohibited from doing so in
terms of the JSE Listings Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings
Requirements, the following information relating to the dealings in
securities and acceptance of share appreciation rights, granted in terms
of the Plan, by executive directors and prescribed officers, is disclosed:
DEALINGS IN SECURITIES
1.
NAMES OF DIRECTOR GR Hardy
COMPANY OF WHICH A DIRECTOR Capitec Bank Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
NATURE OF TRANSACTIONS Acquisition of Cash Bonus Shares
(on-market transactions)
CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTIONS 7 June 2024
NUMBER OF SECURITIES TRANSACTED 736
PRICE PER SECURITY (RAND) Ave R2 177.26
High R2 183.15
Low R2 174.23
TOTAL RAND VALUE OF SECURITIES R1 602 463.36
TRANSACTED
DATE OF VESTING In equal tranches on the date
on which annual bonuses are
paid in 2028, 2030 and 2032
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTIONS
2.
NAMES OF PRESCRIBED OFFICERS R Butler (1)
W de Bruyn (2)
K Kumbier (3)
B Maluleke (4)
F Viviers (5)
I Moola (6)
A Said (7)
COMPANY OF WHICH PRESCRIBED Capitec Bank Holdings Limited
OFFICERS
NATURE OF TRANSACTIONS Acquisition of Cash Bonus Shares (1-7)
(on-market transactions)
TYPE AND CLASS OF SECURITIES Ordinary shares (1-7)
DATE OF TRANSACTIONS 3 June 2024 (1)
3 June 2024 (2)
5 June 2024 (3)
4 June 2024 (4)
3 June 2024 (5)
7 June 2024 (6)
6 June 2024 (7)
509 (1)
739 (2)
625 (3)
418 (4)
491 (5)
174 (6)
137 (7)
PRICE PER SECURITY (RAND) Ave R2 177.26 (1-7)
High R2 183.15
Low R2 174.23
TOTAL RAND VALUE OF SECURITIES R1 108 225.34 (1)
R1 608 995.14 (2)
R1 360 878.50 (3)
R 910 094.68 (4)
R1 069 034.66 (5)
R 378 843.24 (6)
R 298 284.62 (7)
DATES OF VESTING In equal tranches on the date
on which annual bonuses are
paid in 2028, 2030 and 2032 (1—7)
NATURE AND EXTENT OF THE Direct, beneficial (1-7)
PRESCRIBED OFFICERS'INTEREST IN
THE TRANSACTION
ACCEPTANCE BY A DIRECTOR OF SHARE APPRECIATION RIGHTS GRANTED IN TERMS OF
THE PLAN
NAMES OF DIRECTOR GR Hardy
COMPANY OF WHICH HE IS A Capitec Bank Holdings Limited
DIRECTOR
CLASS OF SECURITIES Share appreciation rights to
acquire Shares on a
net-settlement basis
NATURE OF TRANSACTIONS Acceptance of share
appreciation rights granted
in terms of the Plan. Following
exercise, the share appreciation rights
will be settled through net settlement,
solely by way of the purchase of Shares
in the market for direct delivery to
the participant.
(off-market transactions)
DATE OF ACCEPTANCE 6 June 2024
STRIKE PRICE R2 056.24
(which price will reduce by 5% for
every year up to 8 years during which
the participant remains in the employ
of the Company)
NUMBER OF SHARE APPRECIATION 4 256
RIGHTS GRANTED subject to reduction if Cash Bonus
Shares are sold within a 3-year period
of their acquisition
STRIKE DATES OF SHARE The date of public
APPRECIATION RIGHTS announcement of the annual
financial results on SENS
in each of 2028,
2030 and 2032
PERIOD OF EXERCISE The share appreciation
rights mature in tranches
of 33.33% each on the fourth,
sixth and eighth
anniversaries of the grant
date and the participant
has until the end of the
exercise period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be
UPON EXERCISE settled will be determined
upon exercise and will be
equal to the growth in market
value of Shares in excess of
the Strike Price, which price
will reduce by 5% for every
year up to 8 years during
which the participant remains
in the employ of the Company,
for all share appreciation
rights exercised, less applicable
income tax, divided by the market price
at the time of exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on exercise
b= strike price (reduced by 5% per
annum for every year up to 8 years
during which participants remain in the
employ of the company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation rights
being exercised.
NATURE AND EXTENT OF THE Direct, beneficial
DIRECTOR'S INTEREST IN THE
TRANSACTION
ACCEPTANCE BY PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS GRANTED IN
TERMS OF THE PLAN
NAMES OF PRESCRIBED OFFICERS R Butler (1)
W de Bruyn (2)
K Kumbier (3)
B Maluleke (4)
F Viviers (5)
I Moola (6)
A Said (7)
COMPANY OF WHICH A PRESCRIBED Capitec Bank Holdings Limited (1-7)
OFFICER
CLASS OF SECURITIES Share appreciation rights to (1-7)
acquire Shares on a
net-settlement basis
NATURE OF TRANSACTIONS Acceptance of share (1-7)
appreciation rights granted
in terms of the Plan. Following
exercise, the share appreciation
rights will be settled through net
settlement, solely by way of the
purchase of Shares in the market for
direct delivery to the participant.
(off-market transactions)
DATES OF ACCEPTANCE 3 June 2024 (1)
3 June 2024 (2)
5 June 2024 (3)
4 June 2024 (4)
3 June 2024 (5)
7 June 2024 (6)
6 June 2024 (7)
STRIKE PRICE R2 056.24 (1-7)
(which price will reduce by 5% for
every year up to 8 years during which
the participant remains in the employ
of the Company)
NUMBER OF SHARE APPRECIATION 2 942 (1)
RIGHTS GRANTED 4 273 (2)
3 611 (3)
2 417 (4)
2 836 (5)
1 010 (6)
796 (7)
subject to reduction if Cash Bonus
Shares are sold within a 3-year period
of their acquisition
STRIKE DATES OF SHARE The date of public (1-7)
APPRECIATION RIGHTS announcement of the annual
financial results on SENS
in each of 2028, 2030 and 2032
PERIOD OF EXERCISE The share appreciation (1-7)
rights mature in tranches
of 33.33% each on the fourth,
sixth and eighth
anniversaries of the grant
date and the participant
has until the end of the
exercise period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be (1-7)
UPON EXERCISE settled will be determined
upon exercise and will be
equal to the growth in market
value of Shares in excess of
the Strike Price, which price
will reduce by 5% for every
year up to 8 years during
which the participant remains
in the employ of the Company,
for all share appreciation
rights exercised, less applicable
income tax, divided by the market
price at the time of exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on exercise
b= strike price (reduced by 5% per
annum for every year up to 8 years
during which participants remain
in the employ of the company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation rights
being exercised.
NATURE AND EXTENT OF THE Direct, beneficial (1-7)
PRESCRIBED OFFICERS' INTEREST IN
THE TRANSACTION
B. DEALING IN SECURITIES BY A DIRECTOR AND A PRESCRIBED OFFICER
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited ("JSE")
Listings Requirements, the following information relating to the dealing
in securities by a director and a prescribed officer is disclosed:
1.
NAME OF DIRECTOR GR Hardy
COMPANY OF WHICH HE IS A DIRECTOR Capitec Bank Holdings Limited
EXECUTIVE/NON-EXECUTIVE Executive
NATURE OF TRANSACTION Exercise of options through net
equity settlement
(off-market transaction)
TYPE OF SECURITIES Options to acquire ordinary shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 7 June 2024
NUMBER OF OPTIONS EXERCISED 412
NUMBER OF ORDINARY SHARES 131
ACQUIRED AS A RESULT OF NET
EQUITY SETTLEMENT
OPTION STRIKE PRICE (RAND) R911.63
STRIKE DATE OF OPTIONS 28 September 2023
PERIOD OF EXERCISE Participants have a nine-month period
from the strike date during which
options can be exercised
NATURE AND EXTENT OF THE Direct, beneficial
DIRECTOR'S INTEREST IN THE
TRANSACTIONS
2.
NAME OF DIRECTOR GR Hardy
COMPANY OF WHICH A DIRECTOR Capitec Bank Holdings Limited
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
NATURE OF TRANSACTION Disposal to pay tax on vested shares
(on-market transaction)
CLASS AND TYPE OF SECURITIES Ordinary shares
NUMBER OF SECURITIES TRANSACTED 567
DATE OF TRANSACTION 7 June 2024
PRICE PER SECURITY (RAND) R2 177.00
TOTAL RAND VALUE OF SECURITIES R1 234 359.00
TRANSACTED
NATURE AND EXTENT OF THE Direct, beneficial
DIRECTOR'S INTEREST IN THE
TRANSACTION
3.
NAME OF PRESCRIBED OFFICER KE BARKER
COMPANY OF WHICH A PRESCRIBED Capitec Bank Holdings Limited
OFFICER
NATURE OF TRANSACTION Disposal to pay tax on vested shares
(on-market transaction)
CLASS AND TYPE OF SECURITIES Ordinary shares
NUMBER OF SECURITIES TRANSACTED 419 (1)
48 (2)
DATES OF TRANSACTION 27 May 2024 (1)
30 May 2024 (2)
PRICE PER SECURITY (RAND) Average: R2 244.7272 (1)
High R2 265.00
Low R2 240.00
Average: R2 187.8223 (2)
High R2 201.49
Low R2 164.80
TOTAL RAND VALUE OF SECURITIES R 940 540.70 (1)
TRANSACTED R 105 015.47 (2)
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER'S INTEREST IN
THE TRANSACTION
Clearance for the above was obtained in accordance with paragraph 3.66 of
the JSE Listings Requirements.
7 June 2024
Stellenbosch
Sponsor
PSG Capital
Date: 07-06-2024 05:05:00
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