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CAPITEC BANK HOLDINGS LIMITED - Dealing in Securities by an Associate of a Director

Release Date: 02/07/2025 17:00
Code(s): CPI     PDF:  
Wrap Text
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 ("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 16 May
2022 and 15 June 2022 (the "Prior Announcements") regarding the
implementation of a hedging and financing transactions over 575,000 and
312,500 Capitec shares, respectively (the "Prior Transactions") by an
associate of Mr M S du P le Roux, Kalander Sekuriteit (Pty) Ltd
("Kalander"). Shareholders are further referred to the recent announcement
released on SENS on 27 June 2025 (the "Recent Announcement") regarding the
sale of Capitec shares to settle a portion of Kalander's payment obligations
arising in respect of the Prior Transactions (the "Sale Transaction").

Shareholders are now advised that Kalander has, as indicated in the Recent
Announcement, implemented a new hedging and financing transaction (the
"Hedging and Financing Transaction") to refinance the balance of its payment
obligations under the terms of the Prior Transactions, 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 HE IS A DIRECTOR     Capitec

STATUS: EXECUTIVE/NON-EXECUTIVE       Non-Executive Director

TYPE AND CLASS OF SECURITIES          Ordinary Shares

NUMBER OF SECURITIES TRANSACTED       672,220

DEEMED VALUE OF SECURITIES            R2,393,277,977.20 (with reference to
TRANSACTED                            the closing price of Capitec shares
                                      on 1 July 2025)

NATURE OF TRANSACTION                 Funded Option Transaction

DATE OF TRANSACTION                   30 June 2025

PUT STRIKE PRICE                      R2,825.66

CAP STRIKE PRICE                      R4,679.99

OPTION STYLE                          European

EXPIRY DATE                           1.37 years on average
MAXIMUM FINANCIAL OBLIGATION          R1,899,462,476.32

NUMBER OF SHARES PROVIDED AS          672,220
SECURITY/COLLATERAL

TRADE                                 Off-market

NATURE AND EXTENT OF                  Indirect, non-beneficial
THE DIRECTOR'S
INTEREST IN THE TRANSACTION

The hedging counterparty shall provide Kalander with loan financing for the
duration of the Hedging and Financing 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.

2 July 2025
Stellenbosch

Sponsor
PSG Capital

Date: 02-07-2025 05:00:00
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