SUPER GROUP LIMITED - Dealing in securities by a director of major subsidiaries

Dealing in securities by a director 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 A DIRECTOR OF MAJOR SUBSIDIARIES

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that a director of major subsidiaries has, in
   terms of the Share Appreciation Right Scheme 2005 (“the Scheme”), been
   issued shares in terms of previously accepted grants that have vested.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All rights 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 paragraph 3.66 of the Listings
  Requirements was obtained.

  The Scheme supports the principle of aligning management and shareholder
  interests. Performance conditions governing the vesting of these rights
  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 ended 30 June 2017. The grants are conditional upon the
  participant remaining employed during the performance period.

  The grants that have vested have been awarded in terms of performance
  conditions for the Financial Year ended 30 June 2017 and the shares have
  been issued to the directors.


    Name of          Number of Share  Number of        Nature of interest
    director         Appreciation     Shares Issued
                     Rights (“SARS”)  (1)
    P Smith (2)               489 159          130 611 Direct, Beneficial


    Date of transfer         9 October 2017
    Nature of transaction    Issue of shares
    Class of securities      Ordinary shares
    Strike price of SARS     R31.13
    Strike date              9 October 2017
    Exercise Price of SARS   R42.4700
    Vesting date             Following approval by the Remuneration
                             Committee based on the audited results for
                             the year ended 30 June 2017



  (1)   The number of shares issued is calculated by the total gain on the
        SARS, which is the difference between the strike price and the
        exercise price multiplied by the number of SARS. The gain is then
        divided by the exercise price to determine the number of shares
        issued.
  (2)   Philip Smith is a director of Super Group Trading (Pty) Ltd and
        Super Group Africa (Pty) Ltd.
2. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   Super Group advises that it has been informed of the following dealings
   in its shares:


    Director                   Philip Smith
    Company                    Super Group
    Date of transaction        9 October 2017
    Nature of transaction      Sale of shares on market
    Nature of interest         Direct, beneficial
    Class of securities        Ordinary shares
    Clearance to deal          Yes
    Number of shares sold      42 611
    Highest Price              R42.6000
    Lowest Price               R42.5000
    Volume Average Weighted
    Price                      R42.5286
    Total value of
    transaction                R1 812 186.17


    Director                   Philip Smith
    Company                    Super Group
    Date of transaction        10 October 2017
    Nature of transaction      Sale of shares on market
    Nature of interest         Direct, beneficial
    Class of securities        Ordinary shares
    Clearance to deal          Yes
    Number of shares sold      1 250
    Price per share            R42.5700
    Total value of
    transaction                R53 212.50


  The required clearance per paragraph 3.66 of the Listings Requirements
  was obtained.


Sandton
11 October 2017
Sponsor: Deutsche Securities (SA) Proprietary Limited

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