CONDUIT CAPITAL LIMITED - Developments in relation to the Company, Reconstitution of the Board of Directors and Withdrawal of Cautionary

Developments in relation to the Company, Reconstitution of the Board of Directors and Withdrawal of Cautionary

CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
(“Conduit” or “the company”)

DEVELOPMENTS IN RELATION TO THE COMPANY, RECONSTITUTION OF THE BOARD
OF DIRECTORS AND WITHDRAWAL OF CAUTIONARY



Shareholders are referred to the cautionary announcement dated 10 March 2015.

Shareholders are advised that the board of directors of Conduit was recently approached by
certain shareholders (Midbrook Lane Proprietary Limited, Riskowitz Capital Management LLC
and Protea Asset Management LLC) (“the Midbrook shareholders”) that own c.14% of the issued
share capital of the company and requested that the company consider reconstituting the board
of directors (and in this regard have evidenced the support of other shareholders that hold a
significant percentage of the company’s share capital).

Following discussions between the Conduit board, the company’s Chief Executive Officer, Jason
Druian, and the Midbrook shareholders, Conduit shareholders are advised, inter alia, in
compliance with paragraph 3.59 of the Listings Requirements of JSE Limited that:

1. Jason Druian has resigned from the board of directors of Conduit with effect from 23 March
   2015 (such resignation having already taken effect);

2. The Midbrook shareholders are in the process of negotiating an agreement with Jason Druian
   and certain other parties (the “sellers”) in terms of which the Midbrook shareholders or parties
   nominated by them will acquire the sellers’ shares in Conduit (the “sale”);

3. Jason Druian has concluded an agreement governing the terms (including the terms of an
   agreed severance package equivalent to 2.5 times annual basic salary) on which he will
   resign his employment as Chief Executive Officer of Conduit on and with effect from the date
   on which the sale is implemented;

4. Reginald Berkowitz, Gunter Steffens and Scott Campbell, independent non-executive
   directors, have agreed to resign from the board of directors of Conduit with effect from the
   date on which the resignation of Jason Druian as Chief Executive Officer becomes
   unconditional. Richard Bruyns remains on the board as a non-executive director;

5. The board has resolved to appoint Ronald Napier, David Harpur and Jabulani Mahlangu as
   non-executive directors and Sean Riskowitz as an executive director, also with effect from the
   date on which the resignation of Jason Druian as Chief Executive Officer becomes
   unconditional. It is the intention that a meeting of Conduit shareholders will be convened to
   appoint Rosetta Xaba, Barry Scott and Tyrone Moodley as additional non-executive directors
   in due course.

6. Additionally, on and with effect from the date on which Jason Druian’s resignation as CEO
   becomes unconditional, Lourens Louw, the Financial Director of the company, has agreed to
   extend the minimum period of his current employment contract to 28 February 2019 and act
   as acting Chief Executive Officer pending the identification and appointment of a new Chief
   Executive Officer. Gavin Toet, currently the Group Corporate Services Director, will be
   appointed as Chief Operating Officer and has also agreed to extend the minimum period of
   his contract to 28 February 2019. Robert Shaw, an executive director and the CEO of
   Constantia Risk and Insurance Holdings Proprietary Limited, continues in his capacity and
   along with Lourens Louw and Gavin Toet will remain on the board of directors of Conduit.

Shareholders are advised that they no longer need to exercise caution when dealing in their
Conduit shares.


Johannesburg
24 March 2015

Sponsor
Merchantec Capital


Legal Advisors to Conduit
DLA Cliffe Dekker Hofmeyr

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