CONDUIT CAPITAL LIMITED - Quarterly Progress Report and Update on Financial Results

Quarterly Progress Report and Update on Financial Results

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" or "the Group")


QUARTERLY PROGRESS REPORT AND UPDATE ON FINANCIAL RESULTS


Quarterly Progress Report

Shareholders are referred to the 'Quarterly Progress Report and Update on Financial Results' announcement
released on SENS on 28 March 2025 ("March Quarterly Progress Report") (and using the terms defined therein
unless otherwise stated) and are hereby, in accordance with paragraph 1.11(c) of the JSE Listings Requirements
and until the Suspension is lifted, provided with the quarterly update on the state of the affairs of the Company.

In terms of the granting of the provisional liquidation order by the High Court pursuant to the Prudential Authority's
application to place Constantia Insurance Company Limited ("CICL") into liquidation ("CICL liquidation"), the
appointed liquidators continue to manage the winding-up of CICL and there is no certainty yet as to when CICL will
be finally wound up. Consequently, the status quo of the Suspension remains.

Conduit Capital operations and strategy

As set out in previous Quarterly Progress Reports, Conduit Capital has successfully worked through most of the
operational challenges posed by the provisional liquidation of CICL and management continues to implement the
business' short-term strategy of realising assets and reducing operating expenses. Progress is regularly reviewed
by the Board, and shareholders will be provided with relevant updates by way of SENS announcements as and
when required.

Arbitration Award – Trustco Properties

Shareholders are referred to the section of the December Quarterly Progress Report entitled "Arbitration Award –
Trustco Property Holdings Proprietary Limited" wherein it was advised that pursuant to certain disputes between
CRIH, a wholly owned subsidiary of the Company, and Trustco Properties relating to the acquisition of Herboths
Property Development Proprietary Limited from Trustco Properties, and the termination of negotiations, including
the repayment of the deposit in the amount of R50 million, CRIH continues to take steps to enforce the Award
following the ruling by AFSA's Tribunal. Further announcements regarding any significant developments will be
published on SENS when available.

Disposal of CRIH and CLL

Shareholders are referred to the section of the September Quarterly Progress Report entitled "Disposal of CRIH and
CLL" regarding the agreement and various addenda thereto entered into between Conduit Capital and its wholly
owned subsidiary, Copper Sunset and TMM relating to the disposal of the "Sale Interest" to TMM for an aggregate
cash purchase price of R55 million. Further to the Purchaser's application to the Financial Services Tribunal ("FST")
for reconsideration of the Prudential Authorities' Decision, on 20 November 2024 the FST overturned the Prudential
Authority's decision and referred the matter back for reconsideration at a meeting set for 26 February 2025. The
Company's legal team filed the FST order with the High Court in Pretoria, which gives it the status of a civil judgment.
As set out in the December Quarterly Progress Report, shareholders were advised that, inter alia, the parties had
entered into a further addendum to the agreement to extend the date of fulfilment of the conditions to the disposal
on or before 17 March 2025, in anticipation of a positive response from the Prudential Authority ("PA").

On 7 March 2025 shareholders were advised that the PA had confirmed that it stands by its decision communicated
on 3 June 2024 to decline the application as it relates to the Disposal and that the Parties have the right, in terms of
the Insurance Act and the Financial Sector Regulation Act, to appeal the decision and are considering their
respective positions in this regard.

On 11 March 2025 shareholders were advised that the Parties had entered into a further addendum to the
Agreement ("Addendum #14") to extend the deadline for the fulfilment of the Conditions to on or before 16 May
2025 to afford the Parties an opportunity to challenge the PA's decision before such date.

On 20 May 2025 shareholders were advised that TMM decided not to challenge the PA's Decision, and that, as the
deadline for the fulfilment/waiver of the Conditions to the Disposal, one of which is the PA's approval thereof as
referred to in the Terms Announcement, has not been met, the Agreement had lapsed and therefore no longer in
force.

Publication of financial results

The interim results for the six months ended 31 December 2022 have been submitted to the auditors for a high-level
review prior to publication. The auditors formal comments are expected to be received in due course. Work on the
audit for the year ended 30 June 2023 is ongoing, with further comments from the auditors having been received
and final year-end entries in the process of being processed. It should be noted that the Group's consolidated
statements of profit or loss and other comprehensive income for both periods will contain CICL results for one month,
whereas the consolidated statements of financial position for both periods would not reflect CICL at all, due to
Conduit Capital losing control of CICL at the end of July 2023. Information has been provided to the auditors for
them to commence with their audit planning process. Given the large impact that the winding-up of CICL had on the
financial position of the Company, they have since then requested additional information, which has now been
provided to them. Timelines in respect of the publication of the financial results will be finalised as soon as the
auditors' audit plan has been approved by the Group Audit and Risk Committee.


Cape Town
30 June 2025

Sponsor
Merchantec Capital
Date: 30-06-2025 04:00:00
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