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OUTsurance GROUP LIMITED - Dealings in securities and cancellation and delisting of OGL shares received as a dividend in specie

Release Date: 14/10/2024 16:52
Code(s): OUT
Wrap Text
Dealings in securities and cancellation and delisting of OGL shares received as a dividend in specie

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

DEALINGS IN SECURITIES BY DIRECTORS AND COMPANY SECRETARIES OF THE
COMPANY AND MAJOR SUBSIDIARIES AND CANCELLATION AND DELISTING OF
OGL SHARES RECEIVED AS A DIVIDEND IN SPECIE

1. Dealing in securities by directors of the company and directors
   of major subsidiaries of the company

In compliance with the JSE Limited Listings Requirements,
shareholders are advised of the following dealing in securities by
directors of the company and directors of major subsidiaries of
the company. These directors received OGL shares as a dividend in
specie resulting from their shareholdings in OUTsurance Holdings
Limited (OHL), a 92.3%-held subsidiary of OGL.

Director                      :   MC Visser
Company                       :   OGL
Date of transaction           :   11 October 2024
Nature of transaction         :   Off-market receipt of OGL
                                  ordinary shares as a dividend
                                  in specie
Class of securities           :   OGL ordinary shares
Number of securities          :   190 931
Market value per share        :   6 040 cents
Total value of transaction    :   R11 532 232
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   WT Roos
Company                       :   OGL
Date of transaction           :   11 October 2024
Nature of transaction         :   Off-market receipt of OGL
                                  ordinary shares as a dividend
                                  in specie
Class of securities           :   OGL ordinary shares
Number of securities          :   295 868
Market value per share        :   6 040 cents
Total value of transaction    :   R17 870 427
Nature of interest            :   Indirect beneficial
Clearance obtained            :   Yes
Director                      :   DH Matthee
Company                       :   OUTsurance Insurance Company
                                  Limited
Date of transaction           :   11 October 2024
Nature of transaction         :   Off-market receipt of OGL
                                  ordinary shares as a dividend
                                  in specie
Class of securities           :   OGL ordinary shares
Number of securities          :   23 776
Market value per share        :   6 040 cents
Total value of transaction    :   R1 436 070
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   JH Hofmeyr
Company                       :   OGL
Date of transaction           :   11 October 2024
Nature of transaction         :   Off-market receipt of OGL
                                  ordinary shares as a dividend
                                  in specie
Class of securities           :   OGL ordinary shares
Number of securities          :   16 375
Market value per share        :   6 040 cents
Total value of transaction    :   R989 050
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   BA Bakker
Company                       :   Youi Holdings Limited
Date of transaction           :   11 October 2024
Nature of transaction         :   Off-market receipt of OGL
                                  ordinary shares as a dividend
                                  in specie
Class of securities           :   OGL ordinary shares
Number of securities          :   16 000
Market value per share        :   6 040 cents
Total value of transaction    :   R966 400
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes


2. Acceptance of shares by directors and company secretary of the
   company and by a director and company secretary of a major
   subsidiary of the company

As approved by OGL shareholders at the annual general meeting held
on 23 November 2023, the company implemented a new Conditional
Share Plan (CSP). In terms of the CSP, executive directors are
awarded performance shares annually, the vesting of which is
subject to the achievement of pre-determined, forward-looking
performance conditions and the fulfilment of the employment
condition for a period of three years from the award date. The
company secretary of the company and the company secretary of a
major subsidiary of the company were awarded restricted shares,
the vesting of which is subject to the fulfilment of the
employment condition for a period of three years from the award
date. The deemed value per share was calculated as the 15-day
volume weighted average OGL share price as at 26 September 2024.

OGL shareholders are advised of the following acceptances of share
awards by directors of OGL, its company secretary and by a
director and company secretary of a major subsidiary of OGL.

Director                      :   MC Visser
Company                       :   OGL
Date of acceptance            :   10 October 2024
Nature of transaction         :   Off-market acceptance of award
                                  of shares in terms of the CSP
Class of securities           :   Performance shares linked to
                                  OGL ordinary shares in terms of
                                  the CSP vesting conditions
Vesting period                :   Three years from annual award
                                  date
Number of securities          :   228 876
Deemed value per share        :   5 337 cents
Total deemed value of         :   R12 215 112
transaction
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   DH Matthee
Company                       :   OUTsurance Insurance Company
                                  Limited
Date of acceptance            :   10 October 2024
Nature of transaction         :   Off-market acceptance of award
                                  of shares in terms of the CSP
Class of securities           :   Performance shares linked to
                                  OGL ordinary shares in terms of
                                  the CSP vesting conditions
Vesting period                :   Three years from annual award
                                  date
Number of securities          :   183 991
Deemed value per share        :   5 337 cents
Total deemed value of         :   R9 819 600
transaction
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   JH Hofmeyr
Company                       :   OGL
Date of acceptance            :   10 October 2024
Nature of transaction         :   Off-market acceptance of award
                                  of shares in terms of the CSP
Class of securities           :   Performance shares linked to
                                  OGL ordinary shares in terms of
                                  the CSP vesting conditions
Vesting period                :   Three years from annual award
                                  date
Number of securities          :   169 745
Deemed value per share        :   5 337 cents
Total deemed value of         :   R9 059 291
transaction
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Company secretary             :   JS Human
Company                       :   OGL
Date of acceptance            :   10 October 2024
Nature of transaction         :   Off-market acceptance of award
                                  of shares in terms of the CSP
Class of securities           :   Restricted shares linked to OGL
                                  ordinary shares in terms of the
                                  CSP vesting conditions
Vesting period                :   Three years from annual award
                                  date
Number of securities          :   21 058
Deemed value per share        :   5 337 cents
Total deemed value of         :   R1 123 865
transaction
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Company secretary             :   ZM Waterston
Company                       :   OUTsurance Holdings Limited
Date of acceptance            :   10 October 2024
Nature of transaction         :   Off-market acceptance of award
                                  of shares in terms of the CSP
Class of securities           :   Restricted shares linked to OGL
                                  ordinary shares in terms of the
                                  CSP vesting conditions
Vesting period                :   Three years from annual award
                                  date
Number of securities          :   8 119
Deemed value per share        :   5 337 cents
Total deemed value of         :   R433 311
transaction
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

3. Cancellation of OGL shares received as a dividend in specie

OGL received 8 765 513 OGL ordinary shares as a dividend in specie
from OHL. These OGL shares have been cancelled and delisted with
effect from today, 14 October 2024. As a result, OGL's issued
number of ordinary shares has decreased from 1 549 615 031 to
1 540 849 518.


Centurion
14 October 2024

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

Date: 14-10-2024 04:52:00
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