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Report on proceedings at the AGM, retirement of alternate director and future changes to the board
OUTSURANCE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000314084
JSE ordinary share code: OUT
("OGL" or "the company" or "the group")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, RETIREMENT OF ALTERNATE DIRECTOR AND FUTURE CHANGES TO THE OGL BOARD
1. Report on proceedings at the annual general meeting
At the fifteenth annual general meeting ("AGM" or "meeting") of the shareholders of OGL held on Tuesday, 25 November 2025, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, OGL confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed as a Number of Shares voted Shares abstained
percentage in relation to the total shares voted disclosed as a disclosed as a
number of shares voted at the percentage in percentage in
meeting relation to the total relation to the total
issued share capital* issued share capital*
For Against
Advisory endorsements
Advisory endorsement of remuneration policy 98.35% 1.65% 1 274 938 446 82.40% 3.07%
Advisory endorsement of remuneration implementation 98.87% 1.13% 1 274 938 446 82.40% 3.07%
report
Ordinary resolutions
Ordinary resolutions number 1.1 to 1.4:
Re-election of directors
1.1 Jannie Durand 88.85% 11.15% 1 315 141 936 85.00% 0.47%
1.2 Tlaleng Moabi 99.94% 0.06% 1 315 141 936 85.00% 0.47%
1.3 Venessa Naidoo 99.34% 0.66% 1 315 141 936 85.00% 0.47%
1.4 Kubandiran Pillay 97.99% 2.01% 1 315 141 936 85.00% 0.47%
Ordinary resolution number 2: General authority to issue 96.86% 3.14% 1 315 141 936 85.00% 0.47%
ordinary shares for cash
Ordinary resolution number 3: Approval of re- 99.61% 0.39% 1 315 141 936 85.00% 0.47%
appointment of auditor
Ordinary resolutions number 4.1 to 4.4:
Election of the company's audit committee members
4.1 Tlaleng Moabi 99.14% 0.86% 1 315 141 936 85.00% 0.47%
4.2 Venessa Naidoo 99.76% 0.24% 1 315 141 936 85.00% 0.47%
4.3 James Teeger 99.45% 0.55% 1 315 141 936 85.00% 0.47%
4.4 Hantie van Heerden 99.59% 0.41% 1 315 141 936 85.00% 0.47%
Ordinary resolutions number 5.1 to 5.3:
Election of the company's social and ethics committee
members
5.1 Herman Bosman 94.16% 5.84% 1 315 141 936 85.00% 0.47%
5.2 Mamongae Mahlare 99.90% 0.10% 1 315 141 936 85.00% 0.47%
5.3 Tlaleng Moabi 99.55% 0.45% 1 315 141 936 85.00% 0.47%
Ordinary resolution number 6: Signing authority 99.58% 0.42% 1 315 141 936 85.00% 0.47%
Special resolutions
Special resolution number 1: Approval of non-executive 90.43% 9.57% 1 315 141 936 85.00% 0.47%
directors' remuneration with effect from 1 December
2025
Special resolution number 2: General authority to 97.72% 2.28% 1 314 965 264 84.99% 0.48%
repurchase company shares
Special resolution number 3: Issue of shares, convertible 98.85% 1.15% 1 315 141 936 85.00% 0.47%
securities and/or options to persons listed in section
41(1) of the Companies Act for the purposes of their
participation in a reinvestment option
Special resolution number 4: Issue of shares, convertible 98.88% 1.12% 1 315 141 936 85.00% 0.47%
securities and/or options to persons listed in section
41(1) of the Companies Act in connection with the
settlement of eligible participants' rights under the
group's applicable share or employee incentive scheme
Special resolution number 5: Financial assistance to 99.16% 0.84% 1 315 141 936 85.00% 0.47%
directors, prescribed officers and employee share
scheme beneficiaries
Special resolution number 6: Financial assistance to 100.00% 0.00% 1 315 141 936 85.00% 0.47%
related and inter-related entities
*Total issued share capital is 1 547 231 505 ordinary shares as at 11 November 2025, the last day to trade to be eligible to attend and vote at the AGM.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
2. Retirement of alternate director
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, OGL shareholders are advised that Mr Francois Knoetze has given notice of his retirement
from the boards of OGL and OGL's 92.8%-held subsidiary, OUTsurance Holdings Limited (OHL) with effect from 31 January 2026.
Francois served as an alternate director on the OGL board since April 2016 and on the OHL board since November 2022. He also played a pivotal role as a member of the
risk and compliance committee, remuneration committee and nominations committee where he applied his extensive actuarial and financial services experience to the
benefit of the group.
The OGL and OHL boards extend their gratitude to Francois for his many years of dedicated service and wish him a wonderful retirement.
3. Future changes to the OGL board
OGL shareholders are advised that due to the anticipated new regulatory limit of nine years for independent director tenure, there will be an orderly process of non-
executive directors stepping down and being replaced with new appointments over the next 24 months. This process is considered necessary to maintain a majority of
independent, non-executive directors on the OGL board. As part of this process, it is envisaged that the OGL chairman, Mr Herman Bosman, and the lead independent
director, Mr Kubandiran Pillay, will step down at the company's 2026 AGM. No reset of tenure occurred during the listing transition from the old Rand Merchant
Investment Holdings Limited (RMI) to OGL in December 2022, and the directors' service on both the RMI (OGL since December 2022) and OHL boards are considered
together for purposes of assessing OGL tenure and corresponding independence. Shareholders will be kept informed as appropriate and to the extent required in terms
of the JSE Limited Listings Requirements.
Centurion
25 November 2025
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 25-11-2025 05:00:00
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