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 an executive director 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”)

   P Mountford               200 000          142 292 Direct, Beneficial



   Date of transfer         22 November 2013

   Nature of transaction    Issue of shares

   Class of securities      Ordinary shares

   Strike price of SARS     R7.30

   Strike date              22 November 2013

   Exercise Price of SARS   R25.3000

   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        22 November 2013

   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      113 124

   Highest Price              26.4000

   Lowest Price               26.0900

   Volume Weighted Average    R26.1794

   Price:

   Total value of

   transaction                R2 961 521.65





   Date of transaction        25 November 2013

   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      29 168

   Highest Price              R26.1500

   Lowest Price               R26.0900

   Volume Weighted Average    R26.1294

   Price:

   Total value of

   transaction                R762 143.20



   The sale represents 28.5% 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

26 November 2013



Sponsor: Deutsche Securities (SA) Proprietary Limited


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