General Repurchase Of An Additional 3% Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares Capitec Bank Holdings Limited Registration number 1999/025903/06 Registered bank controlling company Incorporated in the Republic of South Africa JSE ordinary share code: CPI ISIN code: ZAE000035861 JSE preference share code: CPIP ISIN code: ZAE000083838 ("Capitec" or "the Company") GENERAL REPURCHASE OF AN ADDITIONAL 3% NON-REDEEMABLE, NON-CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES (“PREFERENCE SHARES”) In 2010 the Basel Committee on Banking Supervision published its global regulatory framework for more resilient banks and banking systems (“Basel III”). The Regulations relating to Banks were amended to provide, among other things, for the implementation of Basel III in South Africa which came into effect on 1 January 2013. Prior to the implementation of Basel III, the preference share capital of Capitec contributed fully to the capital adequacy ratio of the Company. As a result of the “grandfathering” provisions provided for in Basel III, the contribution of the preference shares to the Company’s capital adequacy ratio reduces by 10% per annum. As from 1 January 2015, only 70% of the original preference share capital contributed to Capitec’s capital adequacy ratio. In the notice of the Capitec annual general meeting held on 29 May 2015(“the AGM”), shareholders were advised that the board of the Company may resolve to repurchase preference shares due to the preference shares’ declining contribution to the Company’s capital adequacy ratio. Shareholders were further advised that any repurchases under the general authority proposed to be granted by shareholders, would be at market value in accordance with the provisions set out under the relevant special resolution. At the AGM, shareholders granted a general authority to the board of Capitec to repurchase up to 20% of the issued preference share capital of Capitec (“the current general authority”). Shareholders are hereby advised that, in addition to the 6.32% preference shares previously repurchased, as advised to shareholders on 4 August 2015, the Company has repurchased 74 217 preference shares, representing 3.23% of the issued preference share capital as at the date of the current general authority to repurchase the preference shares. The repurchase was made out of the Company’s available cash resources. The total percentage of preference shares repurchased to date in the 2016 financial year amounts to 9.55%. The preference shares were repurchased for an aggregate value of R6 385 940.09. Date of Number of Highest Lowest Aggregate repurchase preference price per price per value shares preference preference repurchased share shares 4 August 74 217 R87.50 R82.50 R6 385 940.09 2015 to 5 November 2015 The repurchases were made in terms of the general authority granted by shareholders at the AGM, and were effected through the order book operated by the JSE trading system without any prior understanding or arrangement between the Company and the counterparties. Application will be made to the JSE to de-list the preference shares at which point they will be cancelled. Capitec is entitled to repurchase a further 239 816 preference shares (10.45% of the preference shares in issue as at the date of the current general authority), in terms of the current general authority, which is valid until Capitec’s next annual general meeting, subject to the requirements of the Banks Act. As at the date of this announcement, the Company held 21 630 preference shares in treasury. The impact of the repurchase of the preference shares on the financial information of the Company is immaterial. The preference shares were repurchased from excess cash resources of the Company; going forward, no preference share dividends will be payable on the repurchased preference shares and interest earned on the cash utilised for the repurchase will be foregone. OPINION OF THE BOARD OF THE COMPANY The board of Capitec has considered the effect of the repurchases and is of the opinion that: - the Company and the Group will be able, in the ordinary course of business, to repay their debts for a period of 12 months after the date of this announcement; - the consolidated assets of the Company and the Group will be in excess of the consolidated liabilities of the Company and the Group for a period of 12 months after the date of this announcement; - the Company’s and the Group’s share capital and reserves will be adequate for the purposes of the business of the Company and the Group for a period of 12 months after the date of this announcement; and - the Company and the Group will have sufficient working capital for ordinary business purposes. Stellenbosch 6 November 2015 Sponsor and corporate advisor PSG Capital Proprietary Limited Date: 06/11/2015 11:20:00 Produced by the JSE SENS Department. 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