SUPER GROUP LIMITED - Dealing in securities by directors, group company secretary and directors of major subsidiaries

Dealing in securities by directors, group company secretary and directors of major subsidiaries

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group”)

DEALING IN SECURITIES BY DIRECTORS, GROUP COMPANY SECRETARY AND DIRECTORS OF
MAJOR SUBSIDIARIES

  In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
  Requirements (“Listings Requirements”), shareholders are advised that the
  executive directors, the Group Company Secretary of Super Group and
  directors of major subsidiaries of Super Group have, in terms of the
  Share Appreciation Right Scheme 2005 (“the Scheme”), been granted share
  appreciation rights (“SARS”) to receive shares which grants have been
  accepted.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All SARS have conditions attached and are subject to
  the rules of the Scheme. The Remuneration Committee approved the grants
  and the required clearance in terms of the Listings Requirements was
  obtained.

  The Scheme supports the principle of aligning management and shareholder
  interests. Performance conditions governing the vesting of these SARS
  are intended to be stretching but achievable. The performance conditions
  are related to headline earnings per share increasing by 2% per annum
  above the Consumer Price Inflation Index over the three year performance
  period ending June 2019. The grants are conditional upon the participant
  remaining employed during the performance period.

  The SARS granted to and accepted by the following directors and officers
  vest upon confirmation that the performance conditions have been
  fulfilled.

    Name of                Number of        Nature of
    director                    SARS        interest
    P Mountford              850 000   Direct, beneficial
    C Brown                  500 000   Direct, beneficial
    N Redford (1)             50 000   Direct, beneficial
    P Smith(2)               370 000   Direct, beneficial
    K Mmutlana (3)           150 000   Direct, beneficial
    J Matlakala (3)           10 000   Direct, beneficial
    Total                  1 930 000

   Date of acceptance      31 August 2016
   Nature of transaction   Grant and acceptance of SARS
   Class of securities     Ordinary shares
   Strike Price            R40.2000
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2019
  (1) N Redford is the Group Company Secretary
  (2) P Smith is a director of Super Group Trading Proprietary Limited and
      Super Group Africa Proprietary Limited.
  (3) K Mmutlana and J Matlakala are directors of Super Group Holdings
      Proprietary Limited and Super Group Africa Proprietary Limited.

Sandton
6 September 2016

Sponsor: Deutsche Securities (SA) Proprietary Limited

Date: 06/09/2016 09:45:00 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.