CAPITEC BANK HOLDINGS LIMITED - General Repurchase Of An Additional 3% Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares (Prefere

General Repurchase Of An Additional 3% Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares (“Prefere

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 2016, only 60% 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
 9.55%   preference  shares  previously  repurchased,  as
 advised to shareholders on 6 November 2015, the Company
 has repurchased 68 865 preference shares, representing
 3.00% 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 12.55%. The preference shares
 were repurchased for an aggregate value of R6 118 712.18.

 Date of      Number of    Highest     Lowest       Aggregate
 repurchase   preference   price per   price per    value
              shares       preference  preference
              repurchased  share       shares

6 November    68 865       R92.00      R85.70        R6 118  712.18
2015 to 12
January
2016

 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 170 951
 preference shares (7.45% 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
 48 074 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
13 January 2016

Sponsor and corporate advisor
PSG Capital Proprietary Limited

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