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Dealings in Securities and Acceptance By A Prescribed Officer
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" or "the Company")
DEALINGS IN SECURITIES AND ACCEPTANCE BY A PRESCRIBED OFFICER OF SHARE
APPRECIATION RIGHTS GRANTED IN TERMS OF A SHARE INCENTIVE PLAN
Select executive directors and prescribed officers of the Company
("participants") were granted share appreciation rights in terms of a
share incentive plan ("Plan") which falls outside of the ambit of schedule
14 of the JSE Limited Listings Requirements ("JSE Listings Requirements").
The granting and eventual vesting of the share appreciation rights in
terms of the Plan are subject to the participants investing all or a
portion of their after-tax annual cash bonus in Capitec ordinary shares
("Shares")("Cash Bonus Shares"). Should such participants dispose of any
Cash Bonus Shares within a three-year period from acquisition, the grant
of the share appreciation rights will be reduced proportionately.
Following the exercise of the share appreciation rights, such rights will
be settled by Capitec Bank Limited ("Capitec Bank"), the wholly-owned
subsidiary of the Company, solely by way of Shares purchased in the market
for direct delivery to the participants in order to ensure that there is
no dilution of shareholding, and only where the Company or Capitec Bank,
as may be applicable, is not prohibited from doing so in terms of the JSE
Listings Requirements.
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings
Requirements, the following information relating to the dealings in
securities and acceptance of share appreciation rights, granted in terms
of the Plan, by a prescribed officer, is disclosed:
DEALINGS IN SECURITIES
NAMES OF PRESCRIBED OFFICER GR Lee
COMPANY OF WHICH PRESCRIBED Capitec Bank Holdings Limited
OFFICER
NATURE OF TRANSACTIONS Acquisition of Cash Bonus Shares
(on-market transactions)
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTIONS 10 June 2024
NUMBER OF SECURITIES TRANSACTED 581
PRICE PER SECURITY (RAND) Ave R2 177.2606
High R2 183.15
Low R2 174.23
TOTAL RAND VALUE OF SECURITIES R1 264 988.41
DATES OF VESTING In equal tranches on the date
on which annual bonuses are
paid in 2028, 2030 and 2032
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER'S INTEREST
IN THE TRANSACTION
ACCEPTANCE BY A PRESCRIBED OFFICER OF SHARE APPRECIATION RIGHTS GRANTED IN
TERMS OF THE PLAN
NAMES OF PRESCRIBED OFFICER GR Lee
COMPANY OF WHICH A PRESCRIBED Capitec Bank Holdings Limited
OFFICER
CLASS OF SECURITIES Share appreciation rights to
acquire Shares on a
net-settlement basis
NATURE OF TRANSACTION Acceptance of share
appreciation rights granted
in terms of the Plan. Following
exercise, the share appreciation
rights will be settled through net
settlement, solely by way of the
purchase of Shares in the market for
direct delivery to the participant.
(off-market transactions)
DATE OF ACCEPTANCE 10 June 2024
STRIKE PRICE R2 056.24
(which price will reduce by 5% for
every year up to 8 years during which
the participant remains in the employ
of the Company)
NUMBER OF SHARE APPRECIATION 3 356
RIGHTS GRANTED subject to reduction if Cash Bonus
Shares are sold within a 3-year period
of their acquisition
STRIKE DATES OF SHARE The date of public announcement of
APPRECIATION RIGHTS the annual financial results on SENS
in each of 2028, 2030 and 2032
PERIOD OF EXERCISE The share appreciation
rights mature in tranches
of 33.33% each on the fourth,
sixth and eighth
anniversaries of the grant
date and the participant
has until the end of the
exercise period to exercise.
NUMBER OF SHARES TO BE ACQUIRED The number of shares to be
UPON EXERCISE settled will be determined
upon exercise and will be
equal to the growth in market
value of Shares in excess of
the Strike Price, which price
will reduce by 5% for every
year up to 8 years during
which the participant remains
in the employ of the Company,
for all share appreciation
rights exercised, less applicable
income tax, divided by the market
price at the time of exercise.
x ={[(a-b)xd]- c}/a
x= number of shares to be settled
following exercise
a= market value of a share on exercise
b= strike price (reduced by 5% per
annum for every year up to 8 years
during which participants remain
in the employ of the company)
c= income tax payable on exercise of
the share appreciation right
d= number of share appreciation rights
being exercised.
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER'S INTEREST IN
THE TRANSACTION
Clearance for the above was obtained in accordance with paragraph 3.66 of
the JSE Listings Requirements.
12 June 2024
Stellenbosch
Sponsor
PSG Capital
Date: 12-06-2024 04:20:00
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