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

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that the executive directors 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 June 2014. 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 30th June 2014 and the shares have
  been issued to the following directors.

   Name of director Number of Share  Number of Shares    Nature of interest
                    Appreciation     Issued (1)
                    Rights (“SARS”)
   P Mountford               700 000          521 453    Direct, Beneficial
   C Brown                   500 000          372 466    Direct, Beneficial
   P Smith                   300 000          223 480    Direct, Beneficial


   Date of transfer         18 August 2014
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R7.80
   Strike date              18 August 2014
   Exercise Price of SARS   R30.5801
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2014

  (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
   of the JSE Limited, 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        18 August 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      521 453
   Price                      R31.1300
   Total value of
   transaction                R16 232 831.89

   Executive Director         Colin Brown
   Company                    Super Group
   Date of transaction        18 August 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      372 466
   Price                      R31.1300
   Total value of
   transaction                R11 594 866.58

   Director of major          Philip Smith
   subsidiaries
   Company                    Super Group
   Date of transaction        18 August 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      223 480
   Price                      R31.1300
   Total value of
   transaction                R6 956 932.40

   The reason for the sale of the shares is the diversification of
   investment portfolios. All of the above share transactions are by no
   means a reflection of their views on the Group.

3. In compliance with paragraphs 3.63 to 3.66 of the 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 rights to receive shares which grants have been
   accepted. The Remuneration Committee approved the grants and the
  required clearance in terms of paragraph 3.66 of the Listings
  Requirements was obtained.

  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 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 ending June 2017. The grants are conditional upon the participant
  remaining employed during the performance period.

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

   Name of director   Number of SARS                 Nature of interest
   P Mountford                         1 000   000   Direct, beneficial
   C Brown                               700   000   Direct, beneficial
   N Redford (1)                          90   000   Direct, beneficial
   P Smith(2)                            450   000   Direct, beneficial
   K Mmutlana (3)                        300   000   Direct, beneficial
   J Matlakala (3)                        20   000   Direct, beneficial
   Total                               2 560   000

   Date of acceptance      19 August 2014
   Nature of transaction   Grant and acceptance of SARS
   Class of securities     Ordinary shares
   Price                   R31.1300
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2017

  (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
20 August 2014

Sponsor: Deutsche Securities (SA) Proprietary Limited

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