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, 3 August 2021, 15 November 2021 and
19 November 2021, with regards to the maturity of the prior 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, as noted in the announcement
released on SENS on 19 November 2021, in anticipation of the upcoming
expiry and financing repayment date of the final portion of the
2018 Transaction, Kalander has implemented a hedging and financing
transaction over an additional 590 000 Capitec shares (being the final
tranche in relation to Kalander’s repayment obligations under the
2018 Transaction)(the "Final Tranche New Transaction"), 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
ASSOCIATE                           Kalander
COMPANY OF WHICH HE IS A            Capitec
DIRECTOR
STATUS: EXECUTIVE/NON-EXECUTIVE     Non-Executive Director
TYPE OF SECURITIES                  Shares
CLASS OF SECURITIES                 Ordinary
NUMBER OF SECURITIES TRANSACTED     590 000
DEEMED VALUE OF SECURITIES          R1 141 945 000.00 (based on a
TRANSACTED                          reference price of R1 935.50)
NATURE OF TRANSACTION               Collar
PUT STRIKE PRICE                    R1 741.95
CALL STRIKE PRICE                   R2 845.19
OPTION STYLE                        European
EXPIRY DATE                         2.82 years on average
MAXIMUM FINANCIAL OBLIGATION        R866 165 282.50
NUMBER OF SHARES PROVIDED AS        590 000
SECURITY/COLLATERAL
TRADE                               Off Market
NATURE AND EXTENT OF THE            Indirect, non-beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTIONS

The hedging counterparty shall provide Kalander with loan financing
for the duration of the Final Tranche 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 hedged shares.

As with the 2018 Transaction and the Final Tranche New Transaction,
Kalander’s intention remains to cash settle the Final Tranche New
Transaction. As such, all the underlying shares will continue to be
retained by Kalander.

20 December 2021
Stellenbosch

Sponsor
PSG Capital

Date: 20-12-2021 04:44:00
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