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CONSOLIDATED INFRASTRUCTURE GROUP LIMITED - Board reconstitution and postponement of annual general meeting

Release Date: 30/01/2019 17:04
Code(s): CIL     PDF:  
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Board reconstitution and postponement of annual general meeting

CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
("CIG" or "the Company" or "the Group")

BOARD RECONSTITUTION AND POSTPONEMENT OF ANNUAL GENERAL MEETING

Board Reconstitution

Further to the successful implementation and conclusion of the Rights Offer, and the announcement on SENS on
2 January 2019 wherein shareholders were notified that Fairfax Africa Investments Proprietary Limited ("Fairfax
Africa") now holds 49.66% of CIG's net outstanding shares, shareholders are hereby advised that the board of
directors (the "board") has resolved to reconstitute the CIG board (the "board reconstitution") by:

            -   accepting the resignations of Frank Boner, Alex Darko, Anthony Dixon and Kalu Ojah;
            -   appointing Michael Wilkerson (as a non-executive director and Chairman of the Board), Sean
                Melnick (as a non-executive director), John Beck (as an independent non-executive director), Cindy
                Hess (as an independent non-executive director), Ahmad Mazar (as a non-executive director) and
                Quinn McLean (as a non-executive director); and
            -   appointing Roger Hogarth (an existing independent non-executive director) as lead independent non-
                executive director and Chairman of the Audit and Risk Committee.

Michael Wilkerson is the Chief Executive Officer of Fairfax Africa Holdings Corporation, a company quoted on the
Toronto Stock Exchange and focused on investing in companies and business opportunities in Africa. Previously,
Michael served as Global co-Head of the Consumer, Food and Retail Group and as Managing Director in the
Financial Institutions Group at Lazard, one of the world's preeminent financial advisory and asset management
firms. He was also Managing Director at Citigroup, where he led the Financial Institutions M&A effort in New
York. Michael is Chairman of AFGRI Holdings Limited and is a director of Atlas Mara Limited. He holds an MBA
from Harvard Business School, an M.A. in International Relations from Yale University and a B.S. summa cum
laude from Oral Roberts University.

Sean Melnick is a founder and currently the non-executive Chairman of Peregrine Holdings Limited ("Peregrine").
He holds a B.Comm. (Hons) from the University of Witwatersrand and is a qualified CFA charterholder. The first
five years of Sean's career were spent in the areas of asset management at Liberty Asset Management and derivative
structuring at Investec Bank Limited. In 1996, Sean co-founded Peregrine and as Chief Executive Officer led the
company to its successful listing on the JSE in 1998. Sean has spent over half of the past 20 years in the position of
Peregrine Chief Executive Officer and more latterly, the position of Peregrine Chairman. Sean, who is based in
London, is also Chairman of Stenham Limited, Peregrine's international subsidiary.

John Beck is founder and Executive Chairman of Aecon Group Inc., Canada's premier construction and
infrastructure development company, which is quoted on the Toronto Stock Exchange. A graduate in Civil
Engineering from McGill University and a Fellow of the Canadian Academy of Engineering, John has more than 50
years' experience in the construction industry. He is currently a director of the Ontario Financing Authority, the
Royal Conservatory of Music, a member of the Advisory Council of the School of Public Policy at the University of
Calgary and a member of the Business Council of Canada.

Cindy Hess has a B.Comm, a Graduate Diploma in Accounting and is a Chartered Accountant. She is presently a
non-executive director of RCL Foods Limited and a trustee of the Coronation Foundation, Sea Harvest Community
Trust and the Jakes Gerwel Family Trust. She previously served as Chief Financial Officer at Pioneer Food Group
Holdings Limited and Sea Harvest Holdings Proprietary Limited (presently Sea Harvest Group Limited). Cindy
started her career at KPMG in 1999 and has since also held executive positions at Woolworths Holdings Limited and
within the Transnet Group. Cindy has lectured at the University of the Western Cape and is Vice-Chair of the
University's Audit and Risk Committee.

Ahmad Mazhar is a Managing Director of Fairfax Africa Holdings Corporation. Prior to this he was the head of the
Abraaj Group's Southern African investment team. Ahmad has over 13 years of investment experience and has been
deeply involved in numerous transactions in oil and gas services, education, food and beverage, healthcare, aviation,
petrochemical, financial services and agriculture sectors. He serves as a director at Philafrica Foods Proprietary
Limited and has previously served as a director of Libstar Holdings Limited, Joint Medical Holdings and The Abraaj
Group in South Africa. Ahmad graduated with a B.Sc. in Electrical Engineering from the Georgia Institute of
Technology and an MBA from the Wharton School, University of Pennsylvania.

Quinn McLean has over 13 years' experience in investment management and currently manages the investment float
for Fairfax Financial Holdings Limited in the Middle East and Africa. He is a Vice President and member of the
investment committee of Hamblin Watsa Investment Counsel and a director of Gulf Insurance Group (Kuwait),
AFGRI Holdings Limited (South Africa) and APR Energy (USA). Quinn has a B.A. (Accounting) and MBA from
the University of Toronto. He is a qualified CFA charterholder, a Chartered Accountant and a Chartered Professional
Accountant.

The board thanks Frank, Alex, Anthony and Kalu for their significant contributions to CIG over the years and wishes
them well in their future endeavours.

Annual General Meeting ("AGM")

Further to the board reconstitution set out above, shareholders are informed that a decision has been taken to
postpone the AGM which is now expected to be held on 27 March 2019 (the "postponement") as the board
reconstitution necessitates various amendments to the notice of AGM posted to shareholders on Thursday,
20 December 2018. A revised notice of AGM for CIG shareholders will be issued to shareholders on or about
25 February 2019. The salient dates and times relating to the AGM will be included in the revised notice of AGM.

Further information relating to the Company's AGM and the revised notice of AGM will be published on SENS in
due course.

30 January 2019

Sponsor

Java Capital

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