OUTsurance GROUP LIMITED - Issue of new OGL shares in exchange for shares in OUTsurance Holdings Limited

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

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

At the annual general meeting of the company held on 25 November
2025, 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 890 130 ordinary shares in OHL (valued
at R28 154 603) based on the 15-day VWAP of the OGL shares on 14
November 2025 in exchange for 388 661 newly issued OGL shares. As a
result of this transaction, OGL's shareholding in OHL has increased
from 92.75% to 92.78%, with the remaining 7.22% of the issued shares
of OHL being owned by directors and management. OGL's issued number
of ordinary shares has increased from 1 547 231 505 to 1 547 620
166.


Centurion
26 November 2025

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

Date: 26-11-2025 01:15:00
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