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 20 December
2018, 1 July 2021 and 3 August 2021, with regards 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 a portion of the 2018 Transaction, Kalander has
concluded a new hedging and financing transaction (the "New Transaction") over
165 000 Capitec 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
  STATUS: EXECUTIVE/NON-EXECUTIVE         Non-Executive Director
  TYPE OF SECURITIES                      Shares
  CLASS OF SECURITIES                     Ordinary
  NUMBER OF SECURITIES TRANSACTED         165 000
  DEEMED VALUE OF SECURITIES TRANSACTED   R302,161,200.00 (based on a
                                          reference price of R1,831.28)
  NATURE OF TRANSACTION                   Collar
  PUT STRIKE PRICE                        R1,665.00
  CAP STRIKE PRICES                       Min Cap Strike Price: R2,625.79
                                          Max Cap Strike Price: R2,694.87
                                          Ave Cap Strike Price: R2,660.20
  OPTION STYLE                            European
  EXPIRY DATE                             2.7 years on average
  MAXIMUM FINANCIAL OBLIGATION            R274 725 000
  NUMBER OF SHARES PROVIDED AS
  SECURITY/COLLATERAL                     165 000
  TRADE                                   Off Market
  NATURE AND EXTENT OF THE DIRECTOR’S     Indirect, non-beneficial
  INTEREST IN THE TRANSACTIONS

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 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 shares hedged.

As with 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.

15 November 2021
Stellenbosch

Sponsor
PSG Capital

Date: 15-11-2021 03:20:00
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