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Dealings in Securities and Acceptance by a Prescribed Officer of Share Appreciation Rights Granted
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 9 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.
The following information relating to the dealing in securities
and acceptance of share appreciation rights, granted in terms of
the Plan, by a prescribed officer, is disclosed in compliance with
the JSE Listings Requirements:
1. DEALING IN SECURITIES
NAME OF PRESCRIBED OFFICER I Moola
COMPANY OF WHICH A Capitec Bank Holdings Limited
PRESCRIBED OFFICER
NATURE OF DEALING Acquisition of Cash Bonus Shares
(on-market transaction)
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF DEALING 19 June 2026
NUMBER OF SECURITIES 100
PURCHASED
PRICE PER SECURITY (RAND) Ave R4 788.2980
High R4 788.31
Low R4 788.29
TOTAL RAND VALUE OF R478 829.80
SECURITIES
NATURE AND EXTENT OF THE Direct, beneficial
PRESCRIBED OFFICER'S
INTEREST IN THE DEALING
2. ACCEPTANCE BY PRESCRIBED OFFICER OF SHARE APPRECIATION RIGHTS
GRANTED IN TERMS OF THE PLAN
NAME OF PRESCRIBED OFFICER I Moola
COMPANY OF WHICH A Capitec Bank Holdings Limited (1)
PRESCRIBED OFFICER
CLASS OF SECURITIES Share appreciation rights to
acquire Shares on a
net-settlement basis
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.
(off-market transactions)
DATE OF ACCEPTANCE 23 June 2026
STRIKE PRICE R4,481.49
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 583
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
APPRECIATION RIGHTS of the annual financial results
on SENS in each of 2030, 2032
and 2034
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 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)x d]- 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 DEALING
Clearance for the above was obtained in accordance with the JSE
Listings Requirements.
23 June 2026
Stellenbosch
Sponsor
PSG Capital
Date: 23-06-2026 03:00:00
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