TRUWORTHS INTERNATIONAL LIMITED - Changes to board committee composition and director functions

Changes to board committee composition and director functions

TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
JSE Code: TRU; NSX Code: TRW; ISIN: ZAE000028296
("the company")

CHANGES TO BOARD COMMITTEE COMPOSITION AND DIRECTOR FUNCTIONS

Notice is hereby given, in terms of paragraphs 3.59 of the Listings Requirements of the JSE Limited
(“JSE”), of the following changes, which have been approved by the board of directors and are of
immediate effect, in the composition of certain of the board committees and director functions relating
thereto:

Audit Committee

Mr Roddy Sparks, a current member of the Audit Committee and an independent non-executive director
of the company, has assumed the position as chairman, replacing Mr Mike Thompson, who will remain
a member of the Committee together with Mr Rob Dow. The Committee will thus continue to comprise
three independent non-executive directors, all of whom have proven financial acumen and the
necessary qualifications, knowledge and experience to serve as Committee members, as required by
the JSE Listings Requirements, the Companies Act (No. 71 of 2008, as amended from time to time)
and the King IV Report on Corporate Governance for South Africa, 2016 (“King IV”).

Remuneration Committee

Mr Tony Taylor, an independent non-executive director, has been appointed as an additional member
of the Remuneration Committee. The Committee will thus comprise three independent non-executive
directors, being Messrs Rob Dow (chairman), Hilton Saven and Tony Taylor, as required by the JSE
Listings Requirements and King IV.

Risk Committee

The Risk Committee has been substantially reconstituted to comprise a majority of non-executive
directors, so as to meet the recommendation of King IV. Messrs Roddy Sparks and Hilton Saven, both
independent non-executive directors of the company, have been appointed to the Committee.
Members of management who are currently members of the Committee will stand down but may in
future attend meetings as invitees. The Committee will thus comprise three independent non-executive
directors, being Messrs Mike Thompson (a current member), Roddy Sparks and Hilton Saven, together
with two executive directors, being Messrs Michael Mark (chairman) and David Pfaff (both current
members).


Cape Town
10 November 2017

Sponsor in South Africa:
One Capital

Sponsor in Namibia:
Merchantec Capital

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