KAP INDUSTRIAL HOLDINGS LIMITED - Changes to the board, its committees and director roles - KAP

Changes to the board, its committees and director roles - KAP

KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
JSE Alpha code: KAP
(the “Company” or “KAP”)

CHANGES TO THE BOARD, ITS COMMITTEES AND DIRECTOR ROLES

In accordance with paragraph 6.39 of the Debt Listings Requirements, noteholders are hereby
advised of the following changes, which will become effective after the Company’s annual
general meeting on 18 November 2021 (“2021 AGM”), subject to KAP shareholders’ approval:

CHANGES TO THE BOARD

Mrs IN (Ipeleng) Mkhari, who has served as a director on the Board for a period of 17 years,
has advised the Company that in order to focus on her other business interests, she will not
make herself available for re-election at the 2021 AGM. She will accordingly retire by rotation
and resign as a director from the Board and as a member of the nomination committee
(“Nom Com”), the human capital and remuneration committee (“Rem Com”) and the social
and ethics committee (“S&E Com”) with effect from 18 November 2021.

The Board wishes to express its sincere gratitude to Mrs Mkhari who has served with
distinction and greatly contributed to the group’s growth since her appointment in 2004.

The Nom Com has reviewed the suitability of the composition of the KAP board of directors
(“Board”) against the Board’s forward-looking succession plan, and recommended that Mr SP
(Sibusiso Penwell) Lunga, the Company’s Executive of Human Capital, be appointed as an
executive director to the Board at the AGM on 18 November 2021. The appointment has been
made in terms of KAP’s nomination policy.

Penwell is well qualified with BJuris, LLB, MBA, MSc (HR) degrees obtained from the
University of South Africa and the Herriot-Watt University amongst others. He joined KAP in
April 2012 as the industrial relations manager, where he was responsible for the management
of labour relations and labour law matters. In June 2016, he was appointed as the group’s
stakeholder relations executive and became a member of the executive committee, focusing
primarily on industrial relations matters, government relations and community interactions
across the group’s operating areas. He has extensive experience in human capital and
stakeholder relations and has represented the group in various industry structures. Penwell
has been attending Board meetings as an invitee for the past year as part of a planned
development and succession process and has proven himself competent to operate at this
level.

The Board approved this appointment yesterday and looks forward to the value that Penwell
will bring to its deliberations.

Following the envisaged changes mentioned above, there will be no vacancy on the Board.

CHANGES TO DIRECTOR ROLES AND BOARD COMMITTEES

In addition, the following Board committee and director role changes have been approved by
the Board for implementation following the conclusion of the 2021 AGM:
•   Mr J d V (Jaap) du Toit will step down as chair of both the Board and the Nom Com, but
    will remain serving on the Board and on the Nom Com as an independent non-executive
    director.
•   Mr PK Quarmby, the current lead independent non-executive director, will be appointed
    as the chair of the Board and the Nom Com. Mr Quarmby will not be reappointed to the
    audit and risk committee (“A&R Com”).
•   Mr KJ (Jo) Grové, the independent non-executive deputy chair, will be appointed as the
    lead independent non-executive director. The deputy chair position on the Board will fall
    away. Mr Grové will retain his seats on the investment committee (“Invest Com”) and on
    the Rem Com.
•   Mrs V (Viv) McMenamin will become a member of the Rem Com, in addition to her
    membership of the S&E Com.
•   In addition to her seats on the A&R Com and the S&E Com, Mrs TC Esau-Isaacs will
    become a member of the Invest Com.
•   Ms Z (Zellah) Fuphe will be appointed as the chair of the S&E Com and as a new member
    of the Nom Com.
•   Mr SH (Steve) Müller will be appointed the chair of the Invest Com in place of Mr Quarmby,
    who will remain a member of this committee. Mr Müller will remain serving on the A&R
    Com, and on the S&E Com, and as the chairperson of the Rem Com.
•   Mr KT (Ken) Hopkins’ portfolio as A&R Com chair will remain unchanged.

By order of the Board
KAP Secretarial Services Proprietary Limited

Stellenbosch
8 October 2021

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 08-10-2021 10:00:00
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