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

Dealing in securities by a director of a major subsidiary

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 A MAJOR SUBSIDIARY

  In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
  Requirements (“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 granted share
  appreciation rights (“SARS”) to receive shares which grants has been
  accepted.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All SARS 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 SARS
  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 2019. The grants are conditional upon the participant
  remaining employed during the performance period.

  The SARS granted to and accepted by the following director vest upon
  confirmation that the performance conditions have been fulfilled.

          Nature of        Name of director                 Number of
          interest                                               SARS
     Direct, beneficial    K Mmutlana (1)                     100 000

   Date of acceptance      14 October 2016
   Nature of transaction   Grant and acceptance of SARS
   Class of securities     Ordinary shares
   Strike Price            R42.3300
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2019

  (1) K Mmutlana is a director of Super Group Holdings Proprietary Limited
      and Super Group Africa Proprietary Limited.

Sandton
14 October 2016

Sponsor: Deutsche Securities (SA) Proprietary Limited

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