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

Dealing in securities by a director and 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 AND 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 Super Group and a director of
   major subsidiaries of Super Group have, 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 2016. 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 2016 and the shares have
  been issued to the directors.

   Name of director Number of Share  Number of Shares Nature of interest
                    Appreciation     Issued (1)
                    Rights (“SARS”)
   C Brown                   807 645          382 999 Direct, Beneficial
   K Mmutlana(2)             323 058          149 146 Direct, Beneficial


   C Brown
   Date of transfer         12 September 2016
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R22.33
   Strike date              12 September 2016
   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 2016
   K Mmutlana
   Date of transfer          13 September 2016
   Nature of transaction     Issue of shares
   Class of securities       Ordinary shares
   Strike price of SARS      R22.33
   Strike date               13 September 2016
   Exercise Price of SARS    R41.4800
   Vesting date              Following approval by the Remuneration
                             Committee based on the audited results for
                             the year ended 30 June 2016

  (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)   K Mmutlana is a Director of Super Group Holdings (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                     Colin Brown
   Company                      Super Group
   Date of transaction          12 September 2016
   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        382 999
   Highest Price                R41.6000
   Lowest Price                 R41.1100
   Volume Average Weighted
   Price                        R41.4701
   Total value of
   transaction                  R15 883 006.83

  The transactions are not a reflection of his views on the Group and
  simply portfolio re-balancing.

   Director                     Kamogelo Mmutlana
   Company                      Super Group
   Date of transaction          13 September 2016
   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        104 680
   Highest Price                R42.3000
   Lowest Price                 R42.2000
   Volume Average Weighted
   Price                        R42.2113
   Total value of
   transaction                R4 418 678.88



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


Sandton
15 September 2016
Sponsor: Deutsche Securities (SA) Proprietary Limited

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