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Update on Financial Results and Quarterly Progress Report - March 2023

Published: 2023-03-31 18:00:31 ET
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                                            Conduit Capital Limited
                                   Incorporated in the Republic of South Africa
                                     (Registration number 1998/017351/06)
                                    Share code: CND ISIN: ZAE000073128
                              (“Conduit Capital” or “the Company” or “the Group”)


        UPDATE ON FINANCIAL RESULTS AND QUARTERLY PROGRESS REPORT – MARCH 2023


Publication of audited annual financial statements for the year ended 30 June 2022 (“2022 year-end”)

Further to the update on the publication of the annual financial statements for the 2022 year-end as set out in the
last renewal of cautionary announcement dated 17 February 2023, shareholders are advised that the audit of the
Group (excluding Constantia Insurance Company Limited (“CICL”)) has progressed to the extent that the audits of
the remaining insurance companies in the Group have been completed, while substantial work has been done on
the remaining companies. Although formal timelines for completion of the audit have yet to be determined, this
matter remains a priority under the current circumstances.

Quarterly Progress Report

By way of background, shareholders are referred to the SENS announcement dated 21 September 2022 relating to,
inter alia, the granting of the provisional liquidation order by the High Court pursuant to the Prudential Authority’s
application to place CICL into liquidation and the granting of the suspension of trading in the Company’s securities
on the exchange operated by JSE Limited (“the JSE”) (“the Suspension”) pursuant to the application therefor by
the board of directors of Conduit Capital (“Board”).
In this regard and in line with paragraph 1(11)(c) of the JSE Listings Requirements, Conduit Capital is required to
provide Shareholders with an update on the state of the affairs of the Company, on a quarterly basis, until the
Suspension is lifted.
Accordingly, shareholders are referred to the following announcements released on SENS (and using the terms
defined therein unless otherwise stated), and relevant updates thereto:
o      on 18 November 2022 it was advised that as a result of his current commitments, Mr Ronald Stuart Napier
       had resigned as the Chairman and an independent non-executive director of the Company with effect from
       17 November 2022 and that Ms Nonzukiso Siyotula, as the Lead Independent Director, would fulfil the interim
       acting Chairperson role;
o      on 30 November 2022 it was advised, inter alia, that with effect from 29 November 2022 Mr Leo Chih Hao
       Chou had been appointed as the non-independent non-executive Chairman, replacing Ms Nonzukiso
       Siyotula, and that Mr Peter Geoffrey Todd had been appointed as the permanent Chief Executive Officer;
o      on 12 December 2022 it was advised that as a result of her current commitments, Ms Nonzukiso Siyotula
       had resigned as an independent non-executive director and Chairperson of the Audit and Risk Committee
       with effect from 9 December 2022;
o      on 28 December 2022 it was advised that Constantia Risk and Insurance Holdings (“CRIH”), an indirect
       wholly-owned subsidiary of Conduit Capital, had entered into a sale and purchase agreement with Affinity
       Financial Services (“AFS”) to dispose of Constantia Life and Health Assurance Company Limited (“CLAH”)
       for a purchase consideration of R20 million; and
o      on 3 January 2023 it was advised that with effect from 31 December 2022, Ms Bianca Yan-Cohen had
       resigned as the Financial Director of Conduit Capital as a result of her relocation abroad, and that Mr Lourens
       Louw had been appointed as the Financial Director with effect from 1 January 2023.
Shareholders are hereby advised that the Board held a meeting on 9 March 2023 at which it addressed, amongst
other, the appointment of replacement directors to Mr Napier and Ms Siyotula. It was further agreed that the
Nomination Committee would meet with the proposed candidates on 31 March 2023 to finalise the respective
appointments. Shareholders will be notified of such appointments by way of a further announcement to be published
on SENS.


Cape Town
31 March 2023

Sponsor
Merchantec Capital