KAP LIMITED - Change to the Board of Directors of KAP

Change to the Board of Directors of KAP

KAP LIMITED
(former name KAP Industrial Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
JSE alpha code: KAP
LEI code: 3789001F51BC0045FD42
('KAP' or 'the Company')


CHANGE TO THE BOARD OF DIRECTORS OF KAP


Appointment of new director
In accordance with paragraph 6.39(a) of the JSE Limited Debt Listings Requirements, shareholders
are advised that the board of directors of KAP ("the Board") resolved to appoint Mr Andrew Mthembu
("Andrew") to the Board as an independent non-executive director, with effect from 15 January 2024.

Andrew obtained Bachelor of Science degrees in Chemistry and Biology from the University of
Botswana and Eswatini and in civil engineering from the University of Calgary. He later obtained a
Master of Science degree from Reading University in the United Kingdom. Andrew also completed
executive management programmes at the Wharton Business School and the University of Chicago
Graduate School of Business in the United States of America.

Andrew has fulfilled several senior roles in the Vodacom group, amongst others those of Deputy Group
CEO and Managing Director of Vodacom South Africa. He advised the Minister of Public Enterprises
on identifying cost-effective enterprise solutions for state-owned enterprises such as Transnet, South
African Airways and Eskom, and he acted as an independent contractor at BCX. In his earlier career,
he was the Founding Chairman of Broadband Infraco SOC and served on the boards of Link Africa
(Pty) Ltd and Gijima Technologies (where he was the Lead Independent Non-Executive Director).

At present, Andrew is the independent non-executive Chairman of EOH Limited, and a member of the
entity's IT and Asset Disposal & Strategic Acquisition Committees. He also serves as the independent
non-executive Chairman of Pingo, a joint venture between Shoprite and RTT. Andrew is the Executive
Chairman of his own investment company, Imphandze Investment Holdings, where he also consults
as a strategic partner to leading businesses in key African industries.

Mr Patrick Quarmby, the Chairman of the KAP Board, welcomes Andrew onto the KAP Board, stating
that: "Andrew brings scarce and sought-after knowledge, skills and expertise which will certainly add
new insights and fresh perspectives to the deliberations of the Board. I am excited about his
appointment and the Board is looking forward to Andrew's contributions to the future growth and
development of KAP."

In accordance with the KAP Board Succession Plan, Andrew has also been appointed to the KAP
Human Capital & Remuneration Committee and the Investment Committee on the same date.

Andrew has been appointed to fill a current vacancy on the Board. The appointment has been made
in terms of KAP's nomination policy and the KAP nomination committee is satisfied that, following
Andrew's appointment, the Board collectively has the necessary skills, expertise and diversity to
effectively fulfil its obligations.

Changes in portfolio roles
In accordance with paragraph 6.39(c) of the JSE Limited Debt Listings Requirements, shareholders
are advised that the following changes in key portfolio roles will occur with effect from 18 December
2023:
• Following the recent retirement of Mr Jo Grové and his resignation from the Board, Mr JA
   Holtzhausen has been appointed as the Lead Independent Non-executive Director of KAP; and
• Mrs Tamara Esau-Isaacs has taken on non-executive responsibilities at another listed entity and in
  view of the required time commitment, the Nomination Committee acceded to her request to step
  off the KAP Investment Committee. The composition of this committee has been reinforced by the
  appointment of Andrew in her stead.



By order of the Board
KAP Secretarial Services Proprietary Limited


Stellenbosch
18 December 2023

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

Date: 18-12-2023 04:00:00
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