Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note Programme CAPITEC BANK LIMITED Incorporated in the Republic of South Africa (Registration No. 1980/003695/06) Company Code: BICAP Stock Code: CBL13 ISIN Code: ZAG000092560 Stock Code: CBL14 ISIN Code: ZAG000092552 Stock Code: CBL17 ISIN Code: ZAG000099359 Stock Code: CBL18 ISIN Code: ZAG000099367 Stock Code: CBL20 ISIN Code: ZAG000102245 Stock Code: CBL22 ISIN Code: ZAG000105305 Stock Code: CBL24 ISIN Code: ZAG000130881 Stock Code: CBL25 ISIN Code: ZAG000136110 Stock Code: CBL26 ISIN Code: ZAG000136128 Stock Code: CBL27 ISIN Code: ZAG000143884 Stock Code: CBL28 ISIN Code: ZAG000151333 (“Capitec Bank” or “the bank”) Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note Programme Reference is made to (a) the Capitec Bank Limited ZAR8,000,000,000 Domestic Medium Term Note Programme ("Programme") and the Amended and Updated Programme Memorandum dated 21 April 2016 ("Programme Memorandum") prepared by Capitec Bank Limited ("Issuer") in respect of the Programme and (b) the amended JSE Debt Listings Requirements (effective 15 October 2018) ("Amended JSE Debt Listings Requirements"). References in this announcement to any Section are to that Section of the Amended JSE Debt Listings Requirements. Unless otherwise defined in this SENS announcement, capitalised terms used in this SENS announcement bear the meanings ascribed to them in in the section of the Programme Memorandum headed "Terms and Conditions" ("Terms and Conditions"). 1.1. Noteholders are hereby notified that: a) Section 7.26 provides for the procedure to amend the Terms and Conditions (including the Applicable Terms and Conditions). b) Condition 20 (AMENDMENTS) of the Terms and Conditions is deleted and replaced in its entirety with the provisions of Section 7.26. c) Section 7.27 provides, in relation to a meetings of Noteholders, (i) for the application of the sections in the Companies Act, 2008 ("Companies Act") that relate to "notice of meetings", "conduct of meetings" and "meeting quorums and adjournment" as if the references in such sections to "shareholders" and "company", respectively, were references to "Noteholders" and "Issuer" respectively (ii) for such meeting to be announced on SENS and for the announcement to state the date that the Issuer has selected to determine which Noteholders recorded in the Register will receive the notice of meeting and the last date by which proxy forms must be submitted, (iii) for voting by proxy and (iv) for the application of the sections in the Companies Act that provide for the form of proxy form. Section 7.28 provides that a written resolution to Noteholders must state the date that the Issuer has selected to determine which Noteholders recorded in the Register will receive the notice of written resolution. d) Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions is deleted and replaced in its entirety with the provisions of Section 7.27 and Section 7.28. e) The Issuer confirms that, at the time the next update is required to be made to the Programme Memorandum in terms of Section 7.24 (as read with Section 7.25) or for any other reason, the Issuer will procure that such update will provide, in addition, for (a) Condition 20 (AMENDMENTS) of the Terms and Conditions to be amended to reflect the provisions of Section 7.26 and (b) for Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions to be amended to reflect the provisions of Section 7.27 and Section 7.28. f) The Amended JSE Debt Listings Requirements are available on the JSE’s website at www.jse.co.za. g) The "Capitec Bank Limited Annual Report" of the Issuer for the financial year ended 28 February 2018 is incorporated by reference into the Programme Memorandum (see the section of the Programme Memorandum headed "Documents Incorporated by Reference"). This annual report updates the description of the Issuer and its business set out in the section of the Programme Memorandum headed "Description of the Issuer". This annual report is available for inspection, upon request, during normal office hours, at the Specified Office of the Issuer. In addition, this annual report is available on the following website: www.capitecbank.co.za." 16 November 2018 Debt Sponsor PSG Capital Date: 16/11/2018 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.