SANDOWN CAPITAL LIMITED - Changes to the board of directors of the company

Changes to the board of directors of the company

SANDOWN CAPITAL LIMITED
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: SDC ISIN: ZAE000249645
("Sandown Capital" or "the Company")


CHANGES TO THE BOARD OF DIRECTORS OF THE COMPANY


Shareholders are referred to previous SENS announcements, the last of which was published on 23 August 2018,
advising shareholders of, inter alia, of the Company's intention to reconstitute its board of directors (the
"board").

Shareholders are advised that the board has accepted the resignations of Sean Melnick, Sean Jelley, Lawrie
Brozin, Duncan Randall and Cindy Hess, who have resigned from the board with effect from 5 September 2018.

The following directors have been appointed to the board with effect from 5 September 2018:

1.   Warren Chapman (CEO, executive director)

     Education Qualifications:

     - B Comm (Accounts and Business Economics), University of Witwatersrand, Johannesburg, 1992
     - Safex qualifications, 1996
     - Member of the SA Institute of Stock Brokers, 1998
     - CFA Charterholder, 2003

     Experience

     Warren has steered Peregrine Securities to become the largest equity and derivative broker on the JSE by
     value traded and to remain highly profitable in a declining industry. Warren has a deep understanding of
     hedge funds and capital market structures and remains abreast of global trends in this area. He also sits on
     several regulatory and policy committees and comments extensively on draft regulation. Warren has a keen
     interest in financial technology, particularly in collecting and interrogating large data for decision making
     and risk management especially in capital markets. Warren has a proven track record of identifying market
     and investment opportunities to increase revenues and market share.

2.   Andrew Hannington (CFO, executive director)
     
     Education Qualifications:

     - Bachelor of Commerce (Hons)
     - CTA
     - Chartered Accountant (SA)

     Experience

     Andrew was previously CEO of Grant Thornton in Johannesburg, and prior to that CEO and National
     Chairperson of PKF. He was a member of the South African Institute of Chartered Accountants Senior
     Partners Committee and during his career acted as the reporting accountant on a number of JSE listings.
     Andrew is currently an independent corporate consultant and in addition, advises a number of non-profit
     organisations in the environment, religious and education sectors. Andrew is the chairperson of Sandown
     Capital's Audit and Risk Committee and is a member of the Remuneration, and Social and Ethics
     Committees.

3.   Paul Baloyi (Chairman, independent non-executive director)

     Education Qualifications:

     - MBA (Financial), University of Wales, Bangor, UK (Thesis Corporate Risk Management), 2003
       (Subjects: Financial Management, Strategic Management, Bank Management, Corporate Risk
       Management, Quantitative Management, Organisational Management Methods, Corporate Financial
       Managerial Economics)
     - Advanced Management, Insead, France, 2006
     - SEP, Harvard Business School, Boston, 2001
     - MDP, Stellenbosch University, 1996
     - Commercial Banking Diploma, IOB, Licentiate, 1989

     Experience

     Paul is currently the managing director of CAP Leverage (Pty) Ltd, an industrial holding company. From
     June 2006 until April 2012, he was the chief financial officer and managing director of the Development
     Bank of Southern Africa (DBSA). Paul also served as chief executive officer and managing director of the
     DBSA Development Fund. Prior to this, Paul spent 30 years in the Financial Services Sector, with both
     Standard Bank and the Nedbank Group. Other directorships include serving on the board of directors of
     Old Mutual South Africa, enX Group Limited and Basil Read Limited where he is the chairman. Paul also
     serves on various board committees (Audit, Risk, Remuneration, Nominations) as a member and chairman.

4.   Fatima Vawda (Independent non-executive director)

     Education Qualifications:

     - BSc Maths & Applied Maths (with distinction), Wits University, 1992
     - Honours in Mathematics of Finance (with distinction), Wits University, 1993
     - M.Sc Applied Mathematics (with distinction), Wits University, 1994
     - HdipCs. (Higher Diploma in Computer Science), Wits University, 1996
     - MAP (Management Advancement Programme), Wits Business School, 1999

     Experience

     Fatima has founded two highly successful businesses in Legae Capital and 27 Four Investment Managers.
     She was awarded the 2017 BBQ Comair Business Woman of the Year award and the 2016 EY Emerging
     Entrepreneur of the year. She also contributes on several committees and associations as follows: executive
     director of Africa Collective Investments (RF) (Pty) Ltd, 2015, member of the Association of Black
     Securities and Investment Professionals (ABSIP), member of the board of directors of the Association of
     Savings and Investment South Africa (ASISA), member of the Financial Sector Charter Council Reporting
     Working Committee, member of the Nedlac Social Security Task team.

5.   Amanda Smith (Mandy Munro-Smith) (Independent non-executive director)

     Education Qualifications:

     - Admitted attorney, High Court Pietermaritzburg, 1996
     - LLB, Bachelor of Laws, University of Cape Town, 1993, Deans Merit List
     - B.A. Bachelor of Arts, Psychology, University of Cape Town, 1990
     - Law Society of the Northern Provinces, admitted attorney, 1996
     - Certified Fraud Examiner (CFE), International Association of Certified Fraud Examiners (United States)
       & local South African chapter
     - Forensic Practitioner South Africa FP(SA), Institute of Commercial Forensic Practitioners (ICFP)
      
     Experience

     Mandy has held the Executive position of Group Head: Financial Crime Control at Standard Bank and
     prior to that, the position of Equity Partner and Director in the Governance, Compliance and Investigations
     Practice Group at Bowman Gilfillan for 10 years. She was admitted as an attorney with right of appearance
     in the High Court of South Africa in 1996. Mandy has a BA and LLB degree from the University of Cape
     Town (Dean's Merit List). Mandy has over 19 years' experience in governance, compliance and corporate
     forensic matters performed across a spectrum of corporate, institutional and public sector clients. Mandy
     co-founded the Governance, Compliance and Investigations practice area at Bowman Gilfillan in 2006 and
     was ranked globally by Chambers & Partners as a "Leading Individual" and "Band One Lawyer" in
     Chambers & Partners Global Ranking Guide of Best Lawyers & Law Firms, 2016.

The above appointments to the board will be put to shareholders for approval at the Company's annual general
meeting ("AGM") to be held on 15 November 2018. Further details regarding the AGM will be published on
SENS in due course.

6 September 2018


Sponsor
Java Capital

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