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OUTSURE:  7,918   -136 (-1.69%)  01/10/2026 16:25

OUTsurance GROUP LIMITED - Dealings in securities by directors and company secretaries of the company and a major subsidiary of the company

Release Date: 01/10/2026 10:55
Code(s): OUT     PDF:  
Wrap Text
Dealings in securities by directors and company secretaries of the company and a major subsidiary of the company

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 A MAJOR SUBSIDIARY OF THE COMPANY

1. OGL shares delivered to directors of the company, and to a
   director and company secretary of a major subsidiary of the
   company, in respect of Conditional Share Plan (CSP)

OGL shareholders are referred to the announcement released on the
Stock Exchange News Service (SENS) on 10 April 2024 regarding the
acceptance of CSP share awards by directors of OGL and by a
director and company secretary of a major subsidiary of OGL.

The number of OGL shares delivered off-market on Monday,
28 September 2026 differ from the number of CSP shares awarded due
to performance conditions, the effect of special dividends and the
tax effect.

The table below summarises the number of CSPs allocated as
previously disclosed, the net effect of the adjustments and the
final number of OGL shares delivered.

                                                            Net amount
                                                                of OGL
                                   Original                     shares
Participant    Capacity          allocation   Adjustments    delivered
MC Visser      Director of OGL      286 499      (87 775)      198 724
DH Matthee     Director of          230 313      (70 560)      159 753
               OUTsurance
               Insurance
               Company Limited
JH Hofmeyr     Director of OGL      212 480      (65 097)     147 383
ZM Waterston   Company               12 010       (5 319)       6 691
               secretary of
               OUTsurance
               Holdings
               Limited

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

In terms of OGL’s CSP, executive directors and company secretaries
of the company and major subsidiaries of the company 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 deemed value per
share was calculated as the 15-day volume weighted average OGL
share price as at 21 September 2026.

OGL shareholders are advised of the following acceptances of share
awards by a director 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            :   30 September 2026
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          :   150 691
Deemed value per share        :   8 583 cents
Total deemed value of
transaction                   :   R12 933 809
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Director                      :   DH Matthee
Company                       :   OUTsurance Insurance Company
                                  Limited
Date of acceptance            :   30 September 2026
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          :   121 138
Deemed value per share        :   8 583 cents
Total deemed value of
transaction                   :   R10 397 275
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Company secretary             :   JS Human
Company                       :   OGL
Date of acceptance            :   30 September 2026
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          :   13 905
Deemed value per share        :   8 583 cents
Total deemed value of
transaction                   :   R1 193 466
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

Company secretary             :   ZM Waterston
Company                       :   OUTsurance Holdings Limited
Date of acceptance            :   30 September 2026
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          :   5 659
Deemed value per share        :   8 583 cents
Total deemed value of
transaction                   :   R485 712
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes

3. Settlement of intrinsic value in Divisional Incentive Scheme

The Divisional Incentive Scheme (DIS) was established in 2019 and
DIS units were issued on 1 July 2019. The DIS is a once-off long-
term incentive structure as described in OGL’s historic
remuneration reports. The DIS scheme had a seven year vesting
period with an exercise window for vested units up to 1 July 2029.

The intrinsic value of the DIS was intended to be settled in
OUTsurance Holdings Limited (OHL) ordinary shares. However,
following the listing transition and structural simplification of
the OGL Group, the OGL Board recently resolved, within its
allowable discretion, to settle the intrinsic value in OGL shares
acquired in the open market.

The maiden exercise of the DIS units occurred on 30 September
2026. The following OGL shares were delivered to Mr Hofmeyr as
settlement of his after-tax intrinsic value of exercised DIS units
in respect of OUTsurance Business and OUTsurance Life. His
exercise of DIS units follows his departure from the OGL Group,
effective 2 October 2026:

Director                      :   JH Hofmeyr
Company                       :   OGL
Date of transaction           :   30 September 2026
Nature of transaction         :   Off-market receipt of OGL
                                  shares
Class of securities           :   OGL ordinary shares
Number of securities          :   119 523
Deemed value per share        :   8 490 cents
determined with reference
to the 30-day VWAP at 22
September 2026
Total deemed value of
transaction                   :   R10 147 503
Nature of interest            :   Direct beneficial
Clearance obtained            :   Yes


Centurion
1 October 2026

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 01/10/2026 10:55:00
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