Small Related Party Disposal CONDUIT CAPITAL LIMITED Incorporated in the Republic of South Africa (Registration number 1998/017351/06) Share code: CND ISIN: ZAE000073128 (“Conduit Capital” or “the Company”) SMALL RELATED PARTY DISPOSAL 1. INTRODUCTION The board of directors of Conduit Capital (“the Board”) wishes to advise shareholders that the Board has signed a resolution to approve the disposal of a portion of each of the following listed investments, being Calgro M3 Holdings Limited, Finbond Group Limited and Trustco Group Holdings Limited (“the Listed Investments”) to the Riskowitz Value Fund LP, a partnership formed in the state of Delaware, USA (“the Riskowitz Value Fund”) (“the Purchaser”), which has delegated its investment management and decision-making to Protea Asset Management LLC, for a total purchase consideration of R34 323 007 (“the Disposal”). 2. THE DISPOSAL 2.1. Nature of the Disposal The Disposal constitutes a portion of Conduit Capital’s listed investments portfolio. 2.2. Rationale for the Disposal The disposal will provide additional cash that will be employed in Conduit Capital’s insurance subsidiaries in order to fund organic growth opportunities. 2.3. Purchase Consideration The purchase consideration of R34 323 007 was negotiated using the 30-day volume weighted average prices and closing prices of the respective Listed Investments as at the date immediately preceding the date of sale of the Listed Investments. The sale will be settled in cash. 2.4. Application of sale proceeds The proceeds from the Disposal are to be used to service Conduit Capital’s short-term funding requirements as mentioned in the rationale. 3. EFFECTIVE DATE OF THE DISPOSAL There are no outstanding conditions on the Disposal and the effective date of the Disposal was once the Listed Investments were transferred to the Purchaser, being 30 September 2019. 4. FINANCIAL INFORMATION The value of the net assets that are the subject of the Disposal as at 30 June 2019, being the last financial year end of Conduit Capital, was R43 095 718. The loss after tax attributable to such net assets for the year ended 30 June 2019 was R12 531 526. 5. CLASSIFICATION OF THE DISPOSAL The Riskowitz Value Fund is a material shareholder of Conduit Capital and thus the Riskowitz Value Fund is considered to be a related party to Conduit Capital in terms of paragraph 10.1(b)(i) of the Listings Requirements of the JSE Limited (“JSE Listings Requirements”). The Disposal is considered to be a small related party transaction in terms of paragraph 10.7 of the JSE Listings Requirements and consequently requires a fairness opinion (“Opinion”) from an independent professional expert acceptable to the JSE (“Independent Expert”), confirming that the terms of the Disposal are fair as far as shareholders of Conduit Capital are concerned. In terms of paragraph 10.7(b) of the JSE Listings Requirements, the Company has appointed Merchantec Capital as the Independent Expert and has provided the JSE with written confirmation from the Independent Expert that the terms of the Disposal are fair as far as the shareholders of Conduit Capital are concerned. The fairness opinion will be available for inspection at Conduit Capital’s registered office for a period of 28 days from the date of this announcement. 1 October 2019 Sponsor Merchantec Capital Date: 01/10/2019 05:48:00 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.