INSIMIBI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB
ISIN: ZAE000116828
(“Insimbi” or the “Company”)


CHANGES TO THE BOARD OF DIRECTORS


1.     INTRODUCTION

1.1.    Shareholders are referred to the announcement released on SENS on
        19 January 2023, in which it was advised that Ms Ingiphile Pamela Mogotlane resigned
        as a non-executive director from the board of directors of the Company (“Board”), as
        a member of the Company’s audit and risk committee (“Audit and Risk Committee”)
        and as the chairperson of the Company’s social, ethics and transformation committee
        (“Social and Ethics Committee”), following the end of her tenure as a representative
        of a material shareholder of Insimbi.

1.2.    Following Ms Mogotlane’s resignation, the remuneration and nominations committee
        of the Company (“Nominations Committee”) evaluated and considered the suitability
        of the composition and size of the Board. The Nominations Committee concluded and
        was satisfied that, given the combined knowledge, skills and expertise of the
        management teams and the directors of the Company and its operating subsidiaries
        (collectively, the “Group”), a smaller and more streamlined Board, as detailed below,
        will be more suited to the Group and will be able to fulfil its obligations and discharge
        its governance responsibilities effectively and efficiently.

1.3.    To uphold the good corporate governance practices of the Group and to maintain the
        balanced composition and level of independence of the Board, in compliance with the
        applicable corporate governance requirements and recommendations, the
        Nominations Committee made certain recommendations regarding the composition of
        the Board and board committees of the Company, as set out below.

1.4.    The Board herewith wishes to advise shareholders, in accordance with paragraph 3.59
        of the JSE Listings Requirements, of the following changes to the Board, the Audit and
        Risk Committee and the Social and Ethics Committee:

2.     CHANGES TO THE BOARD

2.1.    Mr Christiaan Coombs has agreed to step down as an executive director of the
        Company, with effect from 6 February 2023. He will however remain the chief
        executive officer of the Amalgamated Metals Recycling (“AMR”) group and continue to
        focus on growing the AMR business within the larger Insimbi Group.

2.2.    The Board would like to thank Mr Coombs for his valuable contribution and continued
        commitment to the Group.

2.3.    As of 6 February 2023, the Board accordingly comprises of the following directors:

        Mr Frederick Botha:                    Executive director and chief executive officer;
        Ms Nadia Winde:                        Executive director and chief financial officer;
         Mr Robert Ian Dickerson:              Independent non-executive director          and
                                               chairperson of the Board;
         Mr Nelson Mwale:                      Non-executive director; and
         Ms Cleopatra Salaphi Ntshingila:      Independent non-executive director.

3.     CHANGES TO THE AUDIT AND RISK COMMITTEE

3.1.     Mr Mwale, a non-executive director of the Company, has been appointed as a member
         of the Audit and Risk Committee, with effect from 6 February 2023.

3.2.     Following his appointment, the Audit and Risk Committee will comprise of the following
         members:

         Ms Ntshingila (chairperson);
         Mr Mwale (member); and
         Mr Dickerson (member).

4.     CHANGES TO THE SOCIAL AND ETHICS COMMITTEE

4.1.     Mr Dickerson, an independent non-executive director of the Company, has been
         appointed as a member of the Social and Ethics Committee, with effect from
         6 February 2023.

4.2.     Ms Ntshingila, an independent non-executive director of the Company and an existing
         member of the Social and Ethics Committee, has been appointed as the chairperson
         of the Social and Ethics Committee, with effect from 6 February 2023.

4.3.     Following the appointments set out above, the Social and Ethics Committee will
         comprise of the following members:

         Ms Ntshingila (chairperson);
         Ms Winde (member); and
         Mr Dickerson (member).


Johannesburg
7 February 2023

Sponsor
PSG Capital