PEMBURY LIFESTYLE GROUP LIMITED - Committee Composition and Update on Audits

Committee Composition and Update on Audits

PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949      JSE Code: PEM

COMMITTEE COMPOSITION AND UPDATE ON AUDITS

Shareholders are advised that the newly constituted Board has met and the following Committees
have been appointed:

Audit and Risk Committee (“ARC”):
Ms S (Shelley) Thomas (Chairman)
Mr SG (Gugu) Nxiweni (member)
Ms M (Mumsy) Mthembu (member)

Social and Ethics Committee:
Ms M (Mumsy) Mthembu (Chairman)
Ms C (Cordelia) Sachiti (member – executive director)
Ms S (Shelley) Thomas (member)

As the Company is listed on the Alternative Exchange, a Remuneration Committee is not required. This
will be reconsidered in due course, once considered appropriate.

The Board has also appointed Mr Gugu Nxiweni as the Independent Non-Executive Chairman of the
Board.

Further Board appointments are expected to be made in due course and at that point in time, the
constitution of the above Committees may change as well as the Chairman role.

In the interim, the Financial Director is assisting with the functions of the Chief Executive Officer,
supported by the Designated Advisor, Company Secretary and the Independent Non-Executive
Directors, where appropriate.

The Board will be holding a strategy session, inviting the headmasters and other relevant parties, during
October 2022, in order to address the sustainability and profitability of the Group going forward.

Update on audits:
The ARC has reapproached the former auditor, Moore, and has received a revised audit plan and fee
proposal for the audits for the years ended 31 December 2019 and 31 December 2020. Discussions
around the remaining audit fee outstanding and the settlement thereof are ongoing but are
constructive.

Following the Board meeting, a decision was taken to initially focus on 31 December 2019, with the
intention to get the audits started as soon as possible on the entities where fees are no longer
outstanding. To this end, the Annual Financial Statements for 31 December 2019 (FY19) had already
been prepared by an IFRS advisor, Professor S Weldon, and were ready for auditing. Unfortunately,
Professor Weldon has emigrated and a new preparer and IFRS expert has been approached to assist
with the re-preparation of the various FY19 consolidated and subsidiary AFS, and who will then assist
with the following years.

The ARC will also be considering the services of a second JSE accredited auditor to speed up the
audits of the subsidiary that was disposed of in April 2020 and to try to contain reduce costs, where
possible.

In addition, the audits will require an independent property valuer to conduct an independent
valuation of the various properties and a quote has been requested for these services.

The steps taken in late 2020 and 2021 to substantially improve the internal financial reporting have
been maintained by the incumbent Financial Director. Accordingly, it is expected that once the audit
for FY19 has been finalised, the following two years and the relevant interim reports will be able to be
finalised and published in quick succession.

The ARC will be meeting in either the last week in September or the first week of October 2022 to
consider and approve the various proposals so that appointments can be finalised and the audit work
can commence.

A further announcement will be made after the ARC meeting has been held.

The Company is also preparing a comprehensive update announcement covering operational and
recapitalisation initiatives, which will be published in due course.

By Order of the Board
Johannesburg

22 September 2022

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 22-09-2022 11:35:00
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