SUPER GROUP LIMITED - Dealing in securities by a director

Dealing in securities by a director

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

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that a director 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 2013. 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 2013 and the shares have
  been issued to the following director.

   Name of          Number of Share  Number of Shares Nature of interest
   director/company Appreciation     Issued (1)
   secretary        Rights (“SARS”)
   P Mountford               150 000          109 842 Direct, Beneficial

   Date of transfer         17 February 2014
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R7.30
   Strike date              17 February 2014
   Exercise Price of SARS   R27.2676
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2013

   Name of          Number of Share  Number of Shares Nature of interest
   director/company Appreciation     Issued (1)
   secretary        Rights (“SARS”)
   P Mountford               100 000            73 506 Direct, Beneficial


   Date of transfer         18 February 2014
   Nature of transaction     Issue of shares
   Class of securities       Ordinary shares
   Strike price of SARS      R7.30
   Strike date               18 February 2014
   Exercise Price of SARS    R27.5524
   Vesting date              Following approval by the Remuneration
                             Committee based on the audited results for
                             the year ended 30 June 2013


  (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 shares issued.

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:

   Executive Director           Peter Mountford
   Company                      Super Group
   Date of transaction          17 February 2014
   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        109 842
   Highest Price                R27.6200
   Lowest Price                 R27.5500
   Volume Weighted Average      R27.5546
   Price
   Total value of
   transaction                  R3,026,648.74


   Executive Director           Peter Mountford
   Company                      Super Group
   Date of transaction          18 February 2014
   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        73 506
   Highest Price                R27.8000
   Lowest Price                 R27.5000
   Volume Weighted Average      R27.6057
   Price
   Total value of
   transaction                  R2,029,181.88

   The sales represent 14.29% of Peter Mountford’s already vested Share
   Options. The transactions are not a reflection of his views on the Group
   and simply represent diversification of investments.
  The required clearance per paragraph 3.66 of the Listings Requirements
  was obtained.


Sandton
19 February 2014

Sponsor: Deutsche Securities (SA) Proprietary Limited

Date: 19/02/2014 02:30:00 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.