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Dealing in Securities by an Associate of a Director

Published: 2023-08-30 17:00:18 ET
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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 24 February 2020
and 1 June 2020, with regards to the hedging and financing transactions described
therein over approximately 1.64 million ordinary shares of Capitec held by Kalander
Sekuriteit (Pty) Ltd (“Kalander")(the “2020 Transactions”). Shareholders are further
referred to the announcements released on SENS on 2 May 2023, with regards to the re-
hedging and refinancing transaction over 1,000,008 of the Capitec shares previously
hedged under the 2020 Transactions (the “May 2023 Transaction”). The residual balance
of 2020 Transactions were cash settled by Kalander without implementing a new hedging
and financing transaction.

Shareholders are now advised that Kalander has implemented a new hedging and financing
transaction (the “Transaction”) over a portion its Capitec shares (which, together
with the Capitec shares hedged under the May 2023 Transaction is approximately 340,000
shares less than previously hedged under the 2020 Transactions), 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 AND CLASS OF SECURITIES        Ordinary Shares
NUMBER OF SECURITIES TRANSACTED     300,006
DEEMED VALUE OF SECURITIES
TRANSACTED                          R499,572,991
                                    (based on a share price of R1,665.21)
NATURE OF TRANSACTION               Funded Collar Transaction
DATE OF TRANSACTION                 29 August 2023
PUT STRIKE PRICE                    R1,498.69
CALL STRIKE PRICE                   R2,700.00
OPTION STYLE                        European
EXPIRY DATE                         2.93 years on average
MAXIMUM FINANCIAL OBLIGATION        R449,615,992
NUMBER OF SHARES PROVIDED AS
SECURITY/COLLATERAL                 300,006
TRADE                               Off Market
NATURE AND EXTENT OF
THE DIRECTOR’S
INTEREST IN THE TRANSACTIONS        Indirect, non-beneficial

The hedging counterparty shall provide Kalander 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 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 Transaction. As such, all the underlying shares will continue to be retained
by Kalander.

30 August 2023
Stellenbosch

Sponsor
PSG Capital