FINBOND GROUP LIMITED - Changes to the board

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

Shareholders are referred to the Company’s announcement on the Stock Exchange
News     Service     (“SENS”)    dated     27    September      2019     relating    to    the
changes to the board of Finbond Group Limited and the proposed changes to the board of Finbond
Mutual Bank.

As stated, 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 addition to the changes referred to on Friday following some further feedback received from the
PA, the boards of Finbond Group Limited and Finbond Mutual Bank will be restructured 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 Ina Wilken-Jonker (Independent Non-Executive Director)
    •   Mr Piet Naudé (Independent Non-Executive Director)
    •   Adv Neville Melville (Independent Non-Executive Director)
    •   Mr Herman 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)

*   effective 1 October 2019
** effective once the various new appointments have been formally approved by the PA. Until such
    formal approval, the Finbond Mutual Bank Board will still be constituted as follows: Dr Malesela
    Motlatla (Independent Non-Executive Chair); Mr Carel van Heerden (Executive Director - Chief
    Executive Officer); Ms Ina Wilken-Jonker (Non-Executive Director); Mr Piet Naudé (Independent
    Non-Executive Director); Adv Neville Melville (Independent Non-Executive Director); Ms Rosetta
    Xaba (Independent Non-Executive Director).

*** subject to the required formal regulatory approvals.

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 Ms Rosetta Xaba and Mr Carel van Heerden will
resign from the board of Finbond Group Limited in order to focus exclusively on their respective new
roles as Chair and 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 Naude will also replace
                Adv Neville Melville on the Audit Committee.

            o   the resignation of Ms Rosetta Xaba from the Finbond Group Limited board, effective
                1 October 2019; and


            o   the resignation of Mr Carel van Heerden from the Finbond Group Limited board
                effective 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.



Pretoria
30 September 2019

SPONSOR:
GRINDROD BANK LIMITED

Date: 30/09/2019 08:55:00
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