CONDUIT CAPITAL LIMITED - Quarterly Progress Report and Update on Financial Results

Quarterly Progress Report and Update on Financial Results

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")


QUARTERLY PROGRESS REPORT AND UPDATE ON FINANCIAL RESULTS


Quarterly Progress Report

Shareholders are referred to the 'Quarterly Progress Report and Update on Financial Results' announcement
released on SENS on 30 June 2025 ("June Quarterly Progress Report") (and using the terms defined therein
unless otherwise stated) and are hereby, in accordance with paragraph 1.11(c) of the JSE Listings Requirements
and until the Suspension is lifted, provided with the quarterly update on the state of the affairs of the Company.

Liquidation of Constantia Insurance Company Limited ("CICL"), a former subsidiary

In terms of the granting of the provisional liquidation order by the High Court pursuant to the Prudential Authority's
application to place Constantia Insurance Company Limited ("CICL") into liquidation ("CICL liquidation"), the
appointed liquidators continue to manage the winding-up of CICL and there is no certainty yet as to when CICL will
be finally wound up. Consequently, the status quo of the suspension remains.

Litigation

Shareholders were advised in an announcement released on the Stock Exchange News Service ("SENS") on
3 September 2025 that Conduit Capital has received legal process issued out of the Western Cape High Court by
the joint liquidators of CICL (in liquidation) ("the Litigation").

The Litigation concerns advances of R37,4 million allegedly made between the Company and CICL. The board of
directors (the "Board") considers the action immaterial at this stage, with no impact on operations.

Further announcements regarding any significant developments will be published on SENS in due course.

Arbitration Award – Trustco Properties

Shareholders are referred to the section of the December Quarterly Progress Report entitled "Arbitration Award –
Trustco Property Holdings Proprietary Limited" wherein it was advised that pursuant to certain disputes between
CRIH, a wholly owned subsidiary of the Company, and Trustco Properties relating to the acquisition of Herboths
Property Development Proprietary Limited from Trustco Properties, and the termination of negotiations, including
the repayment of the deposit in the amount of R50 million, CRIH continues to take steps to enforce the Award
following the ruling by AFSA's Tribunal. Further announcements regarding any significant developments will be
published on SENS when available.

Impact of the non-approval by the Prudential Authority of intended disposal of Constantia Lisk and
Insurance Holdings (Pty) Ltd ("CRIH") and Constantia Life Limited ("CLL")

Shareholders are referred to the section of the June Quarterly Progress Report entitled "Disposal of CRIH and CLL"
regarding the agreement and various addenda thereto entered into between Conduit Capital and its wholly owned
subsidiary, Copper Sunset and TMM relating to the disposal of the "Sale Interest" to TMM for an aggregate cash
purchase price of R55 million. On 20 May 2025, shareholders were advised that TMM decided not to challenge the
PA's Decision, and that, as the deadline for the fulfilment/waiver of the Conditions to the Disposal, one of which is
the PA's approval thereof as referred to in the Terms Announcement, has not been met, the Agreement had lapsed
and therefore no longer in force.

The insurance business of CLL is currently in run-off, and the Company does not have surplus capital to support the
new business growth required to ensure CLL's sustainability over the long term. The Company is considering all
relevant options, which may include transferring its liabilities and a commensurate amount in assets to a licensed
insurer under the auspices of the Prudential Authority, as contemplated by Section 50 of the Insurance Act.

Interim Results and Integrated Annual Report for the year ended 30 June 2023 ("2023 IAR")

A decision has been made to halt all work on the interim results and the audit for the year ended 30 June 2023 and
thereafter until the Litigation instituted by the CICL Liquidators has been concluded. No timeline for the conclusion
thereof is available at this stage.

Independent Non-Executive Directors

Shareholders were advised on 19 September 2025 in an announcement released on SENS that Mr Christian
Solberg, an independent non-executive director, and Mr Peter Todd, an executive director, have resigned as
directors of the Company with effect from 19 September 2025.

The Company has commenced the process to appoint suitable replacements and shareholders will be advised once
such appointments have been made.


Cape Town
30 September 2025

Sponsor
Merchantec Capital
Date: 30-09-2025 04:00:00
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