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 of Super
   Group 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 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 director Number of Share  Number of Shares Nature of interest
                    Appreciation     Issued (1)
                    Rights (“SARS”)
   K Mmutlana                500 000          368 548 Direct, Beneficial

   Date of transfer         10 March 2014
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R7.30
   Strike date              10 March 2014
   Exercise Price of SARS   R27.7668
   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 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 of Major          Kamogelo Mmutlana
   Subsidiaries
   Company                    Super Group
   Date of transaction        10 March 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      13 161
   Price per Share            R27.8000
   Total value of
   transaction                R365 875.80

   Date of transaction        11 March 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      232 594
   Highest Price              R27.9500
   Lowest Price               R27.8000
   Volume Average Weighted    R27.8301
   Price
   Total value of
   transaction                R6 473 121.73

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


Sandton
12 March 2014
Sponsor: Deutsche Securities (SA) Proprietary Limited

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