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 11 June 2019 and
1 July 2021, with regards to the hedging and financing transaction over a portion of
a shareholding in Capitec (the “2019 Transaction”) held by Kalander Sekuriteit (Pty)
Ltd (“Kalander”).

Shareholders are now advised that Kalander has cash settled a portion of the
2019 Transaction relating to 625 000 Capitec shares and implemented a new hedging
and re-financing transaction over 575 000 of the Capitec shares released from the
settled portion (the “Refinancing Transaction”), 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 A DIRECTOR             Capitec
  STATUS: EXECUTIVE/NON-EXECUTIVE         Non-Executive Director
  TYPE OF SECURITIES                      Shares
  CLASS OF SECURITIES                     Ordinary
  NUMBER OF SECURITIES TRANSACTED         575 000
  DEEMED VALUE OF SECURITIES TRANSACTED   R1 219 000 000.00 (based on the
                                          13 May 2022 closing price of R2 120.00)
  NATURE OF TRANSACTION                   Collar
  DATE OF TRANSACTION                     13 May 2022
  PUT STRIKE PRICE                        R1,871.20
  CALL STRIKE PRICE                       R3,326.58
  OPTION STYLE                            European
  EXPIRY DATE                             3 years on average
  MAXIMUM FINANCIAL OBLIGATION            R 1,075,939,425.00
  NUMBER OF SHARES PROVIDED AS            575 000
  SECURITY/COLLATERAL
  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 Refinancing 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 prior hedging and financing transactions Kalander’s intention remains to cash
settle the Refinancing Transaction. As such, all the underlying shares will continue
to be retained by Kalander.

16 May 2022
Stellenbosch

Sponsor
PSG Capital

Date: 16-05-2022 05:10:00
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