Conduit Capital : Business Update and Renewal of Cautionary Announcement

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")

BUSINESS UPDATE AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

Conduit Capital is an insurance investment holding company and the 100% owner of the Constantia Group of insurance companies ("Insurance Business"), being Constantia Life Limited ("CLL"), Constantia Life and Health Assurance Limited ("CLAH") and Constantia Insurance Company Limited ("CICL"). In addition, Conduit Capital owns assets adjacent to the Insurance Business as well as several other investments.

Shareholders are referred to the cautionary announcement released on SENS on 21 June 2022 advising shareholders that Conduit Capital, through CICL, is in negotiations with investors to recapitalise the Insurance Business for growth which, if successfully concluded, may have a material effect on the price of the Company's securities. While negotiations with a third party to conclude a transaction are well advanced, a non-binding expression of interest has been received from another potential investor.

The Insurance Business' underlying performance has been strong over the 12 months ended 30 June 2022, with preliminary results showing growth in gross premium income and an improved operating result compared to the previous corresponding period.

In spite of the Insurance Business' solid performance and the progress made to recapitalise the business, on 26 July 2022 the Prudential Authority applied to the High Court of South Africa, Gauteng Local Division, by way of an ex parte application, to place CICL under provisional curatorship. The order was granted with effect from 26 July 2022.

In response, the Financial Sector Conduct Authority placed a restriction on CICL from writing new business until the provisional curator ("Curator") is satisfied that doing so will not negatively impact the regulatory capital of CICL. It is management's expectation that this process will be concluded shortly, and is of the opinion that the restriction will be lifted.

The provisional curatorship and new business restriction do not impact the businesses of CLAH and CLL.

CICL is assessing the order and is working with the Curator and the Prudential Authority. In CICL's view, the best path forward is the completion of the aforementioned potential transaction. CICL has already engaged the Curator and the Prudential Authority to lift the new business restriction which is not in the interest of the company or its policyholders and is working with both the Prudential Authority and the Curator to conclude the process as soon as possible.

While the process undertaken by the Prudential Authority regarding CICL is a legislatively mandated one, the Insurance Business has sufficient resources to meet policyholder claims and to remain in business. The ultimate objective of Conduit Capital, with support of the Curator, and the Prudential Authority, is to restore CICL's capital for growth through a recapitalisation transaction.

In light of the aforementioned, shareholders are advised to continue to exercise caution when dealing in the Company's securities until a further announcement is made.

Johannesburg

1 August 2022

Sponsor

Merchantec Capital