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PROVEN Group Limited-Notification of Acquisition pursuant to a Reorganization of the Proven Group

At a Board Meeting of the Directors of Proven Group Limited (‘the Company’), the following
resolutions were passed on October 6, 2022 authorizing:
1. The purchase of 13,803 ordinary shares in the capital of BOSLIL Bank Limited (the Bank), being
    25% of the issued share capital of the Bank (‘the Shares’) from Ryan Devaux, the CEO of the
    Bank pursuant to an Agreement for Sale between the Company and Ryan Devaux.
2. The settlement of the purchase price due under the Agreement by the issue and allotment of
     42,300,000 new issued ordinary shares of the authorized capital of the Company (the
     “Settlement Shares”) to Ryan Devaux.
3. That the deemed subscribed price for the Settlement Shares be US$0.2413 per share being
    the publicly traded USD price of PGL’s ordinary shares on the JSE on July 20, 2022.
4. That an application be made for the Settlement Shares to be listed on the JSE, subject to the
    discretion of the Exchange.

By way of background, the Company is currently the holder of 75% of the issued share capital of
the Bank. By virtue of the purchase of the Shares, the Company will hold the entire issued share
capital of the Bank.
The acquisition of the Shares was approved by the Financial Service Authority of Saint Lucia, the
regulator of the Bank on August 31, 2022.