Our officers, directors and director nominees are as follows: Name Age Position Andrew Rolfe 54 Chief Executive Officer and Director Gareth Penny 58 Non-Executive Chairman Nomineeand Director Nominee James Crawley 31 Chief Financial Officer Thando Mhlambiso 59 Director Nominee Ziyanda Ntshona 40 Director Nominee Andrew Rolfe is Chief Executive Officer and a director on the board of directors of TB SA Acquisition Corp. Mr. Rolfe has 30 years of investment and operational experience, and has served as a senior executive at several multinational corporations. From 2006 until February 2021, Mr. Rolfe was a managing director at TowerBrook, where he served as a member of its Management Committee. He remains associated with TowerBrook as the firm’s Vice-Chair and co-chair of its Senior Advisory Board. He is also currently a member of TowerBrook’s Portfolio Committee and a member of the Investment Committees for TowerBrook’s control-oriented private equity strategy and its structured opportunities strategy. While at TowerBrook, Mr. Rolfe has served on a variety of TowerBrook portfolio company boards including BevMo!, Jimmy Choo, Odlo, Phase Eight, Wilton, True Religion, KeHE, J.Jill, Azzurri Group and Kaporal. Prior to joining TowerBrook in 2006, Mr. Rolfe was the President of Gap Inc. International. Mr. Rolfe was also Chairman and Chief Executive Officer of Pret A Manger from 1998 to 2003 where he led the company’s international expansion initiatives, including selling a strategic stake in the business to the McDonald’s Corporation. Earlier in his career, Mr. Rolfe served as Chief Executive Officer of Booker Foodservice (today trading as Bidcorp UK) and a member of the boards of directors of Booker Plc. and WH Smith Plc, and he held several senior positions at PepsiCo Inc. Mr. Rolfe currently serves as Chair of Ubuntu Pathways, a non-profit community health, social welfare and education organization based in Port Elizabeth, South Africa. We believe Mr. Rolfe’s reputation as a successful investor and executive, combined with his professional network in South Africa will differentiate us from our competitors as we identify and negotiate an initial business combination with potential target companies. Mr. Rolfe graduated with a Bachelor’s Degree in Philosophy, Politics and Economy from Oxford University and received his M.B.A. from Harvard Business School. Gareth Penny has agreed to serve as the Non-Executive Chairman of the board of directors of TB SA Acquisition Corp. Mr. Penny is a South African business executive with a multi-decade career leading and operating businesses in the mining industry. Mr. Penny currently serves on the board of various global corporations. He is the Chair of Norilsk Nickel, the world’s leading producer of nickel and palladium and the Chair of Ninety One Plc (previously Investec Asset Management), a South African asset management company with over £128 billion in assets under management as of December 31, 2020. Mr. Penny has worked in various forms of mining throughout his three-decade career in the industry. Mr. Penny worked at De Beers and Anglo American for 22 years, the last five of which he was Group Chief Executive Officer of De Beers. During his tenure at DeBeers and Anglo American, Mr. Penny was instrumental in reshaping not only the world’s largest diamond company, but also the broader diamond industry. Mr. Penny’s extensive experience in mining and metals in the South African market has resulted in extensive industry contacts across South Africa and Sub-Saharan Africa which effectively positions the company to pursue business combinations in the region. Mr. Penny graduated with a Master’s Degree in Philosophy, Politics and Economy from Oxford University. James Crawley is Chief Financial Officer of TB SA Acquisition Corp. Mr. Crawley is a former investment professional at TowerBrook, focusing on consumer, healthcare and business services investments. Currently, Mr. Crawley is the Chief Executive Officer of Ally Waste 147 Table of Contents Services, a technology-enabled amenity services provider serving residential property management. Previously, Mr. Crawley was an investment banker at Goldman Sachs, advising businesses in the Healthcare and Consumer Retail sectors. Mr. Crawley is also a graduate of Harvard Business School. Thando Mhlambiso has agreed to serve as a director on the board of directors of TB SA Acquisition Corp. Mr. Mhlambiso is chairman and a co-founder of Caelum Investments Limited, or Caelum, an impact-driven, Africa-focused, multi boutique investment firm. Mr. Mhlambiso also serves as a senior advisor to TowerBrook. For 27 years, Mr. Mhlambiso has served as chairman, chief executive and/or partner of investment firms across Africa, and as a corporate lawyer and investment banker in the United States. Prior to forming Caelum, and over a 14-year tenure, Mr. Mhlambiso served as an executive and non-executive director of Allan Gray, Africa’s largest privately-owned investment manager with approximately $50 billion in assets under management and administration. His career began as a corporate finance attorney in New York at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Mhlambiso graduated with an A.B. from Brown University and received his J.D. and M.B.A. degrees from Columbia University. Ziyanda Ntshona has agreed to serve as a director on the board of directors of TB SA Acquisition Corp. Ms. Ntshona is a corporate law partner at Webber Wentzel, one of the largest law firms in South Africa. She currently leads the firm’s Corporate Business Unit and serves on its Executive Committee. She has also served on Webber Wentzel’s Board, chaired its Partnership Remuneration Committee, and co-led its Private Equity Sector Group. Ms. Ntshona has over 15 years of experience in cross-border transactions and co-led the team that assisted Absa Bank Ltd in its acquisitions of banks from Barclays Bank PLC in nine African jurisdictions. This transaction was awarded “Deal of the Year” by DealMakers in 2013. In 2019, Ms. Ntshona received the Woman Professional of the Year award from the South African Professional Services Academy, an award that recognizes professionalism in the country’s professional services industry. She currently serves on the Board of Ubuntu Pathways, NPC, a not-for-profit organization providing integrated support to orphaned and vulnerable children in Port Elizabeth, South Africa. She also serves as a non-executive director for the Kolisi Foundation, founded by South African Springbok rugby captain Siya Kolisi with the aim of addressing inequality in South Africa. Ms. Ntshona received an L.L.M. from University of Witwatersrand and graduated with an M.B.A. from the African Leadership University. Number and Terms of Office of Officers and Directors We will have 4 directors upon completion of this offering. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NASDAQ. The term of office of the first class of directors, consisting of Ziyanda Ntshona, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Thando Mhlambiso, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Gareth Penny and Andrew Rolfe, will expire at our third annual meeting of shareholders. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. 148 Table of Contents Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence NASDAQ listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Gareth Penny, Thando Mhlambiso and Ziyanda Ntshona are “independent directors” as defined in the NASDAQ listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. In addition, we will pay TowerBrook Financial a portion of the Marketing Fee upon the consummation of our initial business combination and we may engage TowerBrook Financial as a financial advisor in connection with our initial business combination and pay such affiliate customary financial advisory fees in an amount that constitutes a market standard financial advisory fee for comparable transactions. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our 149 Table of Contents shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NASDAQ require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors, or, if there is no nominating committee, that director nominations be made, or recommended to the full board, by our independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Gareth Penny, Thando Mhlambiso and Ziyanda Ntshona will serve as members of our audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Our board of directors has determined that each of Gareth Penny, Thando Mhlambiso and Ziyanda Ntshona are independent under the NASDAQ listing standards and applicable SEC rules. Thando Mhlambiso will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Gareth Penny and Thando Mhlambiso qualify as “audit committee financial experts” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; 150 Table of Contents • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and • reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Gareth Penny, Thando Mhlambiso and Ziyanda Ntshona and Ziyanda Ntshona will serve as chairman of the nominating committee. Under the NASDAQ listing standards, our director nominations must be made, or recommended to the full board, by our independent directors or by a nominating committee that is composed entirely of independent directors. Our board of directors has determined that each of Gareth Penny, Thando Mhlambiso and Ziyanda Ntshona are independent under the NASDAQ listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; 151 Table of Contents • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. Th