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 announcement released on SENS on
3 August 2021, with regards to the hedging and financing transactions
(the "2021 Transactions") described therein over approximately 330,000
ordinary shares of Capitec held by Kalander Sekuriteit (Pty) Ltd
("Kalander").

Shareholders are now advised that an associate of M S du P le Roux,
Kalander Finco 2 Proprietary Limited ("Kalander Finco"), has
implemented a new hedging and financing transaction (the "Transaction")
in order to refinance a portion of the maturing 2021 Transactions, the
relevant details of which are set out below:

NAME OF DIRECTOR                  M S du P le Roux

NAME OF ASSOCIATE                 Kalander Finco

DIRECTOR'S RELATIONSHIP WITH      Mr Le Roux is a director of Kalander
ASSOCIATE                         Finco

COMPANY OF WHICH A DIRECTOR       Capitec

STATUS: EXECUTIVE/NON-EXECUTIVE   Non-Executive Director

TYPE AND CLASS OF SECURITIES      Ordinary Shares

NUMBER OF SECURITIES TRANSACTED   90 000

DEEMED VALUE OF SECURITIES        R230 706 000.00
TRANSACTED                        (based on prevailing market price)

NATURE OF TRANSACTION             Funded Option Transaction

DATE OF TRANSACTION               27 June 2024

PUT STRIKE PRICE                  R2 311.87

CAP STRIKE PRICE                  R4 322.67

OPTION STYLE                      European

EXPIRY DATE                       3.43 years on average

MAXIMUM FINANCIAL OBLIGATION      R208 068 300.00
NUMBER OF SHARES PROVIDED AS       90 000
SECURITY/COLLATERAL

TRADE                              Off-market

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

The hedging counterparty shall provide Kalander Finco with loan financing
for the duration of the 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 Finco will therefore always be in the position
to fully cover the liability under the financing arrangement with the
hedged shares.

Kalander   Finco  intends   to  implement   further  transactions   on
substantially similar terms in order to refinance the balance of the
2021 Transactions and, in this regard, shareholders can expect further
announcements to be published by Capitec.

As with prior hedging and financing transactions, Kalander Finco's
intention remains to cash settle the Transaction. As such, all the
underlying shares will continue to be retained by Kalander Finco.

Clearance to deal in the securities by the director was obtained in
accordance with paragraph 3.66 of the JSE Listings Requirements.

28 June 2024
Stellenbosch

Sponsor
PSG Capital

Date: 28-06-2024 02:50:00
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