OUTsurance GROUP LIMITED - Issue of new OGL shares in exchange for shares in OHL and changes in important functions of a director

Issue of new OGL shares in exchange for shares in OHL and changes in important functions of a director

OUTsurance Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000314084
Share code: OUT
("OGL" or "the company")

ISSUE OF NEW OGL SHARES IN EXCHANGE FOR SHARES IN OUTSURANCE
HOLDINGS LIMITED AND CHANGES IN IMPORTANT FUNCTIONS OF A DIRECTOR

1. Issue of new OGL shares in exchange for shares in OUTsurance 
   Holdings Limited

   At the annual general meeting of the company held on 26 November
   2024, shareholders approved special resolution number 4 which
   allows the company to issue new shares in connection with the
   acquisition of further shares in OUTsurance Holdings Limited (OHL)
   from its minority shareholders. Since 1 July 2022, the movement in
   the OHL share price was referenced to the movement in the 15-day
   volume weighted average price (VWAP) of the OGL shares.

   Today, employees transferred 1 899 976 ordinary shares in OHL
   (valued at R62 774 819 based on the 15-day VWAP of the OGL shares
   on 23 May 2025) in exchange for 829 477 newly issued OGL shares.
   As a result of this transaction, OGL's shareholding in OHL has
   increased from 92.70% to 92.75%, with the remaining 7.25% of the
   issued shares of OHL being owned by directors and management.
   OGL's issued number of ordinary shares has increased from
   1 546 402 028 to 1 547 231 505.

2. Changes in important functions of a director

   Effective 1 July 2025, Mr James Teeger will be appointed as a
   member of the OGL audit committee.

Centurion
20 June 2025

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 20-06-2025 04:36:00
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