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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” or “the Company”)
DEALINGS IN SECURITIES AND ACCEPTANCE BY PRESCRIBED OFFICERS 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 prescribed officers, is disclosed:
1. DEALINGS IN SECURITIES
NAMES OF PRESCRIBED OFFICERS W De Bruyn (1)
KR Kumbier (2)
B Maluleke (3)
KE Barker (4)
I Moola (5)
COMPANY OF WHICH A Capitec Bank Holdings Limited (1-5)
PRESCRIBED OFFICER
NATURE OF TRANSACTIONS Acquisition of Cash Bonus Shares
(on-market transactions) (1-5)
TYPE AND CLASS OF SECURITIES Ordinary shares (1-5)
DATE OF TRANSACTIONS 12 May 2025 (1-5)
NUMBER OF SECURITIES 900 (1)
TRANSACTED 743 (2)
464 (3)
48 (4)
498 (5)
PRICE PER SECURITY (RAND) Ave R3 443.78 (1-5)
High R3 474.99
Low R3 434.51
TOTAL RAND VALUE OF R3 099 408.80 (1)
SECURITIES R2 558 734.15 (2)
R1 597 917.51 (3)
R 165 301.80 (4)
R1 715 006.20 (5)
DATES OF VESTING In equal tranches on the date
on which annual bonuses are
paid in 2029, 2031 and 2033 (1-5)
NATURE AND EXTENT OF THE Direct, beneficial (1-5)
PRESCRIBED OFFICERS’
INTEREST IN THE TRANSACTION
2. ACCEPTANCE BY PRESCRIBED OFFICERS OF SHARE APPRECIATION RIGHTS
GRANTED IN TERMS OF THE PLAN
NAMES OF PRESCRIBED OFFICERS W De Bruyn (1)
KR Kumbier (2)
B Maluleke (3)
KE Barker (4)
I Moola (5)
COMPANY OF WHICH A Capitec Bank Holdings Limited (1-5)
PRESCRIBED OFFICER
CLASS OF SECURITIES Share appreciation rights to
acquire Shares on a
net-settlement basis (1-5)
NATURE OF TRANSACTIONS 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. (1-5)
(off-market transactions)
DATE OF ACCEPTANCE 12 May 2025 (1-5)
STRIKE PRICE R3 047.35 (1-5)
(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 5 551 (1)
RIGHTS GRANTED 4 584 (2)
2 864 (3)
302 (4)
3 073 (5)
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
APPRECIATION RIGHTS of the annual financial results
on SENS in each of 2029, 2031
and 2033 (1-5)
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 (1-5)
NUMBER OF SHARES TO BE The number of shares to be
ACQUIRED 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 (1-5)
NATURE AND EXTENT OF THE Direct, beneficial (1-5)
PRESCRIBED OFFICERS’
INTEREST IN THE TRANSACTION
Clearance for the above was obtained in accordance with paragraph
3.66 of the JSE Listings Requirements.
14 May 2025
Stellenbosch
Sponsor
PSG Capital
