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CURRO HOLDINGS LIMITED - Changes to the board and board committees

Release Date: 22/04/2024 11:19
Code(s): COH     PDF:  
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Changes to the board and board committees

CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
LEI: 378900E237CB40F0BF96
Company Alpha Code: COHI
("Curro" or "the Company")

CHANGES TO THE BOARD AND BOARD COMMITTEES

In accordance with paragraph 3.59 of the JSE Listings Requirements and paragraph 6.39 of the
Debt Listings Requirements, the following information is disclosed:

RETIREMENT OF CHAIRPERSON AND APPOINTMENT OF CHAIR-ELECT

Shareholders are referred to the SENS announcement published on 14 June 2023, wherein
shareholders were informed that Ms Santie Botha, Chairperson of the board of directors of the
Company ("Board"), would retire as an independent non-executive director of Curro and step down
from the Board and the relevant Board Committees, at the conclusion of the forthcoming annual
general meeting of shareholders to be held on 12 June 2024 ("AGM"). Ms Botha has served as a
director of Curro since July 2012, and as Chairperson of the Board since 1 April 2013, and the
Board is greatly indebted to her for her exemplary leadership over the years.

The Board is pleased to announce the appointment of Mr Themba Baloyi, an independent non-
executive director of Curro, as the Chair-elect of the Company to succeed Ms Botha, with effect
from the conclusion of the AGM on 12 June 2024. Mr Baloyi has been an independent non-
executive director of the Company since November 2020.

Commenting on behalf of the Board, Ms Botha expressed her pleasure and confidence in the
Board's decision to appoint Mr Baloyi, stating that "Themba's leadership skills, business experience
and his commitment to education, make him well placed to lead the Board and to add value to the
direction and growth of Curro's business for the benefit of all stakeholders. His appointment
illustrates the sound governance principles and processes put in place by the Board to ensure a
seamless succession and to secure the continued independence of the Board."

Ms Botha anticipates that there will be a smooth handover between herself and the new Chair-elect,
and is confident that the good working relationship which exists between the Chairperson, the Board
and the CEO, Mr Cobus Loubser, will be maintained.

APPOINTMENT OF LEAD INDEPENDENT DIRECTOR

Further to the above, Mr Douglas Ramaphosa has been appointed as the lead independent director
of the Board, with effect from the conclusion of the AGM on 12 June 2024. Mr Ramaphosa has
served as an independent non-executive director of Curro since 2018.

RETIREMENT AND APPOINTMENT OF DIRECTORS

In addition, Prof. Sibongile Winnie Frieda Muthwa, an independent non-executive director of the
Company, who will retire by rotation at the AGM (in terms of the Company's memorandum of
incorporation and the JSE Listings Requirements), has indicated that she will not be making herself
available for re-election as a director of Curro and will be stepping down from the Board and relevant
Board Committees, with effect from the conclusion of the AGM. Prof. Muthwa has served as a
director of Curro for 11 years and the Board would like to thank her for her valuable contributions
over this period.

The Board is pleased to announce the appointment of Ms Busisiwe Mathe as an independent non-
executive director of the Company, with effect from Monday, 22 April 2024, in accordance with the
policy and recommendations of the Remuneration and Nomination Committee.

Ms Mathe is a member of, inter alia, the South African Institute of Chartered Accountants and the
Independent Regulatory Board of Auditors and is the CEO of Orirori Consulting & Executive
Accelerator Africa. Ms Mathe spent over 15 years at PricewaterhouseCoopers, where she served
as Chairperson of their Governing Board in South Africa and as a member of their Africa
Governance Board.

Ms Mathe is also an independent non-executive director of Famous Brands Limited and an
independent member of the Audit Committee of Discovery Health Medical Scheme.

In welcoming Ms Mathe to the Board, Ms Botha stated that "Busi's appointment will further add to
the combined expertise, independence and experience of the Curro Board, and the directors are
looking forward to her future contributions".

CHANGES TO THE BOARD COMMITTEES

Considering the above changes, the Board has resolved that the relevant Board Committees be
reconstituted as set our below. The reconstituted Board Committees will be effective from the
conclusion of the AGM on 12 June 2024.

Audit and Risk Committee
Ms Cora Fernandez (committee chairperson) (Independent non-executive director)
Mr Douglas Ramaphosa (Lead Independent non-executive director)
Ms Busi Mathe (Independent non-executive director)

Remuneration and Nomination Committee
Mr Piet Mouton (committee chairperson) (Independent non-executive director)
Mr Themba Baloyi (Chair-elect and independent non-executive director)
Ms Lerato Molebatsi (Independent non-executive director)

Social, Ethics and Transformation Committee
Ms Lerato Molebatsi (committee chairperson) (Independent non-executive director)
Mr Douglas Ramaphosa (Lead independent non-executive director)
Dr Chris van der Merwe (Non-executive director)
Mr Cobus Loubser (CEO)

Durbanville
22 April 2024

Equity and Debt Sponsor
PSG Capital

Date: 22-04-2024 11:19:00
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