PEMBURY LIFESTYLE GROUP LIMITED - Changes to the Board and Appointment of Designated Advisor and Company Secretary

Changes to the Board and Appointment of Designated Advisor and Company Secretary

PEMBURY LIFESTYLE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2013/205899/06)
Share code: PEM ISIN: ZAE000222949
(“Pembury” or “the Company”)

CHANGES TO THE BOARD AND APPOINTMENT OF DESIGNATED ADVISOR AND COMPANY
SECRETARY

CHANGES TO THE BOARD - RESIGNATION
In accordance with paragraph 3.59(a) of the JSE Limited Listings Requirements the Board of
the Company wishes to advise that Dr Bernhard Eigenhuis (“Bernard”) has resigned as an
independent non-executive director with immediate effect.

CHANGES TO THE BOARD - APPOINTMENTS
The Board is also pleased to advise of the appointment of independent non-executive directors
to the Board as follows:

Mr Siyabonga Gugu Nxiweni (“Gugu”);
Ms Shelley Thomas; and
Ms Mumsy Mthembu.

Brief profiles are set out below:

Mr Gugu Nxiweni
Gugu has a BComm; BComm (Hons); Post Graduate Certificate in Advanced Auditing and is
a Chartered Accountant (SA). Gugu qualified as a Chartered Accountant after serving his
articles at KPMG, Port Elizabeth, where he was a Partner and Director and was primarily
responsible for both the Eastern Cape Management Consulting practice as well as being the
National Lead Partner for Rural Development sector. He was the driving member of the core
team responsible for driving KPMG involvement and response to the National Development
Plan and served as a Lead Partner on various client accounts.

He currently holds the following governance and board related appointments:
•   Non-Executive Chairperson and Board Member for the Rosslyn Hub Development
    Company, a property development company with development in Rosslyn Pretoria. He is
    also a member of the Project Development Committee;

•   Non-Executive Board Member of the Nelson Mandela University Investment Company and
    is Chairperson of the Audit Committee and a member of the Investment Committee; and

•   Non-Executive Board Member and Treasurer for the Nelson Mandela Bay Business Chamber
    and is the Chairperson of the Business Chamber Finance Committee and a Member of
    Remuneration Committee. Whilst at the Business Chamber, Gugu was previously a member
    of the Governance Committee.

Until recently, Gugu also previously served on the following Governance structures:

•   Former Non-Executive Board Member of the BMF Investment Company and also a Member
    of both the Investment Committee as well as the Audit Committees;
•   Appointed by the South African Rugby Union (SARU) to serve as one of three independent
    Non-Executive Board Members for one of the SARU subsidiary entities, namely SA Super
    Rugby (Pty) Ltd (responsible for Southern Kings Franchise). Following the acquisition of the
    controlling interest in SA Super Rugby by a Black Consortium, Gugu was retained as an
    Independent Non-Executive Board Member in the newly reconstituted Board. He was also
    Chairperson of the Governance, Audit and Risk Committee; and
•   Advisory Committee member of the Impakt Fund’s Investment Advisory Committee for the
    Impakt Exelator, a S12J Fund based in Johannesburg;
•   Former Non-Executive Board Member at the Human Settlement Action Group (HAG), which
    is an NGO formed to support and empower communities in Human Settlement related
    issues within Nelson Mandela Bay. He was a member of the Audit Committee of this
    Organisation; and
•   National Board Member of the Black Management Forum (BMF) Organisation, where he
    also served as the Chairman of the Audit and Risk Committee.

Gugu was previously appointed as an Independent Non-Executive Director of Pembury and
was formerly the Chairman of the Audit and Risk Committee and the Turnaround Committee.
Pembury welcome him back to the Board.

Gugu has successfully undertaken the JSE AltX Director Induction Programme from the
Institute of Directors (IODSA).

Ms Shelley Thomas
Shelley is a qualified Chartered Accountant who completed her articles at Kessel Feinstein
(now Grant Thornton) in 1991. Shelley has sat on numerous boards and audit committees of
private, public and listed entities. She also served on the EWSETA and Road Traffic Infringement
Agency Audit and Risk Committees and is chairperson of Indvest Group Proprietary Limited.
She was previously the divisional head of Forensic, Compliance, and Governance at Protect-
A-Partner International.

Shelley’s previous experience includes that of director of SekelaXabiso, and served on the audit
committees of, inter alia, The Department of Environmental Affairs, The Department of Water
Affairs, The National Lotteries Board and the Road Accident Fund. Shelley also worked at
Transnet for a period of four years, gaining experience at Transnet, Spoornet and Portnet at the
time. She was previously the financial director of Ubambo Investment Holdings Limited.

Shelley was previously a director of Pembury and chairperson of the Audit and Risk Committee
until her resignation early 2021. The Board is delighted that Shelley has agreed to re-join the
Board as an Independent Non-Executive Director.

Ms Mumsy Mthembu
Mumsy obtained a BSc. in Chemistry and Applied Chemistry from the University of Natal IN 1997,
followed by a BSc. (Hons) in Water Utilisation from the University of Pretoria in 2003. More
recently, Mumsy has attained a Master’s in Business Management from Mancos and an
Advanced Diploma in Project Management from Cranefield College.

Mumsy has worked for a number of years as a business consultant and project management
for NXJM Holdings, MTM Energy, Eskom – Group Capital Division and previously the Nuclear
Division of Eskom. She has also worked at the Department of Science and Technology as
Manager (Hydrogen and Energy), at Pioneer Hi Bred RSA as a laboratory manager and started
her career at Rand Water as a process scientist.

Mumsy was previously appointed as an Independent Non-Executive Director of Pembury and
was formerly a member of the Audit and Risk Committee. Pembury welcome her back to the
Board.
The above appointments are the first step towards reinstituting the turnaround strategy and
proper composition of the Board and its sub-committees. The newly constituted Board will meet
shortly to reconstitute the Audit and Risk and the Social and Ethics Committees and appoint a
Chairperson. Further appointments will be made in due course.

APPOINTMENT OF DESIGNATED ADVISOR AND COMPANY SECRETARY
The Board of Directors is pleased to advise that the Company has appointed AcaciaCap
Advisors Proprietary Limited (“AcaciaCap”) with immediate effect to assist the Company with
its ongoing regularisation and compliance with the JSE Listings Requirements and guiding the
Company to achieve its unsuspension in due course.

Light Consulting Proprietary Limited has similarly been appointed with effect from 26 July 2022
to assist the Company with its regularisation and ongoing compliance with the Companies Act
and other regulatory requirements.

Johannesburg
28 July 2022

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 28-07-2022 03:20:00
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