Sharenet Sites 
Sharenet Sites
Report on proceedings at the AGM, resignation of directors and changes in important functions of directors
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")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, RESIGNATION OF DIRECTORS AND CHANGES IN IMPORTANT FUNCTIONS OF DIRECTORS
1. Report on proceedings at the annual general meeting
At the fourteenth annual general meeting ("AGM" or "meeting") of the shareholders of OGL held on Tuesday, 26 November 2024, 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 99.49% 0.51% 1 351 274 802 87.70% 0.06%
Advisory endorsement of remuneration implementation 88.28% 11.72% 1 351 274 802 87.70% 0.06%
report
Ordinary resolutions
Ordinary resolutions number 1.1 to 1.5:
Re-election of directors
1.1 Albertinah Kekana 99.66% 0.34% 1 351 785 408 87.73% 0.02%
1.2 Mamongae Mahlare 92.19% 7.81% 1 351 624 636 87.72% 0.03%
1.3 Willem Roos 99.67% 0.33% 1 351 785 408 87.73% 0.02%
1.4 James Teeger 100.00% 0.00% 1 351 785 408 87.73% 0.02%
1.5 Hantie Van Heerden 100.00% 0.00% 1 351 785 408 87.73% 0.02%
Ordinary resolution number 2: General authority to issue 91.78% 8.22% 1 351 786 408 87.73% 0.02%
ordinary shares for cash
Ordinary resolution number 3: Approval of re- 99.96% 0.04% 1 351 786 521 87.73% 0.02%
appointment of auditor
Ordinary resolutions number 4.1 to 4.3:
Election of the company's audit committee members
4.1 Hantie van Heerden 100.00% 0.00% 1 351 785 408 87.73% 0.02%
4.2 Venessa Naidoo 99.62% 0.38% 1 351 785 408 87.73% 0.02%
4.3 Tlaleng Moabi 99.56% 0.44% 1 351 785 408 87.73% 0.02%
Ordinary resolution number 5: Signing authority 99.98% 0.02% 1 351 786 408 87.73% 0.02%
Special resolutions
Special resolution number 1: Approval of non-executive 99.98% 0.02% 1 351 758 808 87.73% 0.02%
directors' remuneration with effect from 1 December
2024
Special resolution number 2: General authority to 97.21% 2.79% 1 351 363 105 87.70% 0.05%
repurchase company shares
Special resolution number 3: Issue of shares, convertible 99.98% 0.02% 1 351 786 521 87.73% 0.02%
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 99.95% 0.05% 1 351 786 521 87.73% 0.02%
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 98.20% 1.80% 1 351 786 521 87.73% 0.02%
directors, prescribed officers and employee share
scheme beneficiaries
Special resolution number 6: Financial assistance to 99.98% 0.02% 1 351 786 521 87.73% 0.02%
related and inter-related entities
*Total issued share capital is 1 540 849 518 ordinary shares as at 12 November 2024, 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. Resignation of directors
Ms Buhle Hanise and Mr Murphy Morobe have resigned as directors of OGL and OUTsurance Holdings Limited (OHL) effective today.
Buhle served on the OGL board since November 2022 and on the OHL board since June 2018. As a member of the audit, risk and compliance committee she applied her
extensive financial experience and skills to the benefit of the group. The OGL and OHL boards extend their gratitude to Buhle for her many years of dedicated service and
wish her well in all her future endeavours.
Murphy served on the OGL board since August 2014 and on the OHL board since November 2022. He also played a pivotal role on the social and ethics committee where
he made valuable contributions to the discussions based on his vast experience on the matters considered by this committee. The OGL and OHL boards thank Murphy
for the many years of loyal service to the group and wish him all the best for the future.
3. Changes in important functions of directors
Effective from today, Ms Mamongae Mahlare replaces Mr Murphy Morobe on the social and ethics committee and Mr Francois Knoetze replaces Ms Buhle Hanise on the
risk and compliance committee.
Centurion
26 November 2024
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26-11-2024 05:36:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
