Changes to the Board Finbond Group Limited (Incorporated in the Republic of South Africa) (Registration number: 2001/015761/06) Share code: FGL ISIN: ZAE00013895 (“Finbond” or “the Company” or “the Group”) CHANGES TO THE BOARD On 5 October 2018 the SARB’s Prudential Authority (PA) published Directive 4/2018 (the Directive), issued in terms of section 6(6) of the Banks Act 94 of 1990. The Directive deals with issues of sound corporate governance, in particular the appointment of directors and executive officers. With specific regard to the composition of the board of directors (the Board), according to the Directive, any non- executive board member who has served for longer than nine years cannot be considered independent. Full implementation of the Directive is effective April 2020. The Group has started the process of implementing the Directive and believes it is important to update shareholders on the impact of this implementation on the composition of the boards of Finbond Group Limited and Finbond Mutual Bank. In terms of the above restructuring to the Finbond Group Limited board Mr Danie Pentz has been appointed to the board of Finbond Group Limited and Mr Carel van Heerden will resign from the board of Finbond Group Limited in order to focus exclusively on his new role as Chief Executive Officer of Finbond Mutual Bank. In accordance with the requirements of paragraph 3.59 of the JSE Listings Requirements, shareholders are therefore advised of: o the appointment to the board, with immediate effect, of Mr Danie Pentz, in the capacity of independent non-executive director (Mr Pentz has had more than 45 years’ experience as a financial manager, tax consultant and executive director of various JSE listed financial institutions. He participated in the founding and registration of the Community Bank and was the Chief Operating Officer of Fulcrum Bank. At these financial institutions he was responsible for the development and installation of financial and IT systems). Mr Pentz will replace Mr Danie Brits, following his resignation, as chairman of the Audit Committee. Mr Piet Naudé will also replace Adv Neville Melville on the Audit Committee. The changes to the Audit Committee will be subject to shareholder approval at the next annual general meeting. o the resignation of Mr Carel van Heerden from the Finbond Group Limited board with effect 1 October 2019, following his appointment as the Chief Executive Officer of Finbond Mutual Bank. Mr van Heerden has fulfilled various general management roles within the Group at regional and national level since 2009. He served as the Group's Chief Operating Officer, managing daily operations, since 2013. He has also received an MBA from the University of Stellenbosch Business School. With the objective of ensuring compliance with the Directive, balanced with ensuring the continuity and stability of the board, effective 1 October 2019, the Board has restructured the boards of Finbond Group Limited and Finbond Mutual Bank as follows: Finbond Group Limited: • Dr Malesela Motlatla (Independent Non-Executive Chair) • Dr Willem van Aardt (Executive Director - Chief Executive Officer) • Mr Greg Labuschagne (Executive Director - Chief Financial Officer) • Ms Rosetta Xaba (Independent Non-Executive Director) • Ms Ina Wilken-Jonker (Non-Executive Director) • Mr Piet Naudé (Independent Non-Executive Director) • Adv Neville Melville (Independent Non-Executive Director) • Mr Heman Kotzé (Non-Executive Director) • Mr Danie Pentz (Independent Non-Executive Director) Finbond Mutual Bank: • Ms Rosetta Xaba (Independent Non-Executive Chair) • Mr Piet Naudé (Independent Non-Executive Director) • Mr Carel van Heerden (Executive Director - Chief Executive Officer) • Ms Elaine Viljoen (Executive Director – Chief Financial Officer) • Ms Busisiwe Silwanyana* (Independent Non-Executive Director) • Mr Tom Marx* (Independent Non-Executive Director) • Mr Theo van Wyk* (Independent Non-Executive Director) *subject to the required regulatory approvals Pretoria 27 September 2019 SPONSOR: GRINDROD BANK LIMITED Date: 27/09/2019 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.