Legal Shield and Herboths TransactionsConduit Capital Limited

Conduit Capital and Constantia Insurance Group entered into two material transactions

Herboths TransactionConstantia acquired a property asset in exchange for new shares in ConstantiaThe property is a mixed use development independently valued at ~R1 billion¹Constantia’s assets increase by ~R1 billion, the seller will own 32.9% of ConstantiaRecapitalizes Constantia for growth

Acquisition of Legal Shield HoldingsConduit will acquire Legal Shield Holdings for R10.4 billion through a reverselisting into Conduit through the issue of new sharesLegal Shield shareholder will own 87.3%² of Conduit as the majority shareholderAfter closing, Conduit will be part of a diversified financial services business with~R7.5 billion in assets and ~R2.2 billion in equity

Introduction

1. Independent valuation performed on behalf Conduit Capital and Constantia2. On the basis all Conduit shareholders take up their rights in terms of the transaction

Acquisition of Herboths

Herboths Transaction Mechanics

Legal ShieldHoldings

ConstantiaInsurance

Herboths Blick Herboths BlickHerboths Blick

Legal ShieldShareholders

32.9%

100% 100%

STEP 1STEP 3STEP 2

Benefits of Herboths for Constantia

Constantia Insurance Company’s SCR improves well above the regulatory minimum of 1xon completion of the transaction to an estimated 1.82x

Access to capital and resources allows Constantia to consolidate its existing business, growpremium volume, and pursue organic and inorganic growth opportunities

Above financial information has not been reviewed by our auditors

DateSCR as

reportedInclusion of

Herboths

31 Dec ’19 0.59 1.82

Acquisition of Legal Shield

Legal Shield Acquisition Mechanics

1. On the basis all Conduit shareholders take up their rights in terms of the transaction2. Share nomination explained in more detail on next slide

Legal ShieldHoldings

Legal ShieldShareholders

ConduitCapital

Conduit CapitalExisting

Conduit CapitalExisting

Shareholders

Conduit Capital&

Legal ShieldHoldings

96.5%

9.1%

STEP 1 FINAL OUTCOMESTEP 2

100%

12.7%1

87.3%1

Sharenomination2

Legal ShieldShareholders

Mechanics & Share Nomination

Conduit will issue 20,874,968,400 shares to Legal Shield at 50 cents per share to the valueof R10.4 billion (the acquisition price of Legal Shield)

Legal Shield shareholders will nominate 1,974,463,276 of these shares to existing Conduitshareholders in order to preserve value for Conduit

The deemed price of the nominated shares to Conduit shareholders is 87 cents per share,the 30-day VWAP less 10% up to 6 December 2019, the day before the first deal wasannounced (the nomination will be at zero cents)

Conduit shareholders stand to benefit to the amount of R1,7 billion in addition to thevalue of their existing shareholding in Conduit

The nomination is believed to be non-taxable but shareholders are advised to seek theirown independent tax advice

This deal replaces the deal announced on SENS on 9 December 2019

Mechanics & Share Nomination

Conduit Shareholding

Shares % Market Value

Conduit Shareholders 764,433,900 382,216,950

Acquisition of LSH

LSH Shareholders 20,874,968,400 96.5% 10,437,484,200

Conduit Shareholders 764,433,900 3.5% 382,216,950

Total 21,639,402,300 10,819,701,150

Share Nomination

LSH Shareholders 18,900,505,124 87.3% 9,450,252,562

Nominated Conduit Shareholders* 1,974,463,276 9.1% 987,231,638

Conduit Shareholders 764,433,900 3.5% 382,216,950

Total 21,639,402,300 10,819,701,150 * Value at nominated R0.87c per share is 1 717 783 050

Why?

Constantia’s assets, equity and solvency capital increases substantially to support nextphase of growth

Legal Shield is a diversified financial services business with access to capital, establishedinsurance operations and an exceptional record of value creation

Combination allows each business to scale more quickly under the leadership of the LegalShield team and is expected to create more value than each company on its own path

Access to capital and resources allows Constantia to consolidate its existing business, growpremium volume significantly, and pursue new organic and inorganic growth opportunities

There are opportunities for the businesses to leverage each other’s skills, assets, andmutually beneficial growth opportunities

Acquisition of Herboths

Farm Herboths Development

Source: Trustco Group Holdings 2019 Integrated Annual Report

Herboths Development

Herboths Blick Township measures 2,766 hectares

Herboths is situated 21 kilometres east of Windhoek and contains 1,660 hectares ofsellable land earmarked for future development

Herboths has been zoned for township development

Future revenue from this project is estimated at R28.7 billion¹

The development is similar to Waterfall in Midrand, South Africa - mixed use small city

1. Trustco Integrated Annual Report 2019

Farm Herboths Development

Source: Trustco Property Brochure

Acquisition of Legal Shield

Legal Shield Holdings

Legal Shield Holdings is a subsidiary of the Trustco Group and the holding company of adiversified set of financial services businesses

Legal Shield Holdings owns Trustco Life and Trustco Insurance, Trustco Bank, Institute ofOpen Learning (“IoL”), Trustco Finance, Trustco Capital and Trustco Properties

Trustco Properties is the largest private land developer in Namibia and has generated overR2.8 billion in revenues and R2.1 billion in profits excluding fair value gains¹

Trustco Bank is one of only two domestic Namibian banks

Trustco Finance and IoL are the largest private distance learnings institutions in Namibia

Trustco Life and Trustco Insurance are two of the largest insurers in Namibia²

1. Extracted from Trustco audited financial statements and internal analysis2. By policyholder numbers

More on Legal Shield

For further detail on Legal Shield Holdings and its subsidiaries please consult Volume 2and Volume 4 of the Trustco 2019 Integrated Annual Report at the following link:

https://www.tgh.na/iar-2019-financial/

Conclusion

The transactions directly increases Constantia’s capital by ~R1 billion and indirectlyensures that Constantia becomes part of a diversified financial services company with~R7.5 billion in assets and ~R2.2 billion in equity

Trustco Group Holdings, the major shareholder of Legal Shield, becomes the majorshareholder and long-term partner of Conduit and Constantia

Constantia’s investment portfolio is diversified ensuring long-term sustainable access tocapital

The merger with Legal Shield allows Conduit to continue on its growth path under theleadership of entrepreneurial and highly successful business-minded owners

Appendix

Legal Shield Existing Property Developments

Source: Trustco Group Holdings 2019 Integrated Annual Report

Trustco Properties Existing Developments¹

Lafrenz:Acquired for R1 per square metreSelling for R1,850 per square metreCumulative sales –R1.1 billionCumulative profits – R549 million (excl. fair value gains)Percent completed – 28%

Elisenheim:Acquired for R29 per square metreSelling for R1,650 per square metreCumulative sales – R1.7 billionCumulative profits – R446 million (excl. fair value gains)Percent completed – 10%

1. Trustco Integrated Annual Reports

Trustco Properties Existing Developments

The Lafrenz development is on thenorthern outskirts of Windhoek,approximately seven kilometers from thecity centre. The industrial development isa natural westward expansion of thealready established Lafrenz industrialarea, consisting of two recentlyestablished townships named LafrenzExtensions 2 and 3

Source: Trustco 2019 Integrated Annual Report Volume 2

Trustco Properties Existing Developments

Source: Trustco presentation

Trustco Properties Existing Developments

The Elisenheim Estate has an estimated1,090 households accommodated, orapproximately 3,815 residents.Ultimately this development will behome to over 4,000 households.

Source: Trustco 2019 Integrated Annual Report Volume 2

Trustco Properties Existing Developments

Source: Trustco presentation

Trustco Properties Existing Developments

Source: Trustco presentation

Trustco Bank

Trustco Bank is one of only two domestic banks in Namibia

Trustco Bank has a capital adequacy of 70% compared to the regulatory minimum of 15%

The bank offers mortgage loans, SME financing, personal loans and transaction accounts

Source: Trustco Integrated Annual Report 2019

Trustco Insurance

Trustco Life and Trustco Insurance are two of the largest insurers in Namibia with over282,000 insured members

Provide life insurance, legal insurance, credit life insurance, funeral cover, disability cover,medical cover and loss of income insurance

The combined ratio is an average of 68% over the last six years

Return on equity is 30%

Source: Trustco Integrated Annual Reports

Trustco Finance and IoL

Trustco Finance and Institute of Open Learning are the largest private distance learninginstitutions in Namibia

Trustco Finance provides loans to IoL students for tuition and study equipment

More than 80% of loans qualify for payroll deduction

Extremely low bad debts and attractive net interest margin

Current loan book of N$550 million with capacity to grow to N$1 billion

Source: Trustco Integrated Annual Reports

https://www.conduitcapital.co.za/presentations.php