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

1. In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
   Requirements (“Listings Requirements”), shareholders are advised that a
   director of a major subsidiary 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 2015. 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 2015 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 Smith (2)               209 652          124 648 Direct, Beneficial


   Date of transfer         23 February 2016
   Nature of transaction    Issue of shares off-market
   Class of securities      Ordinary shares
   Strike price of SARS     R16.51
   Strike date              23 February 2016
   Exercise Price of SARS   R40.72
   Total value of the
   transaction              R5 075 674.92
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2015

   (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)   Philip Smith is a director of Super Group Trading (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 a major        Philip Smith
   subsidiary
   Company                    Super Group

   Date of transaction        23 February 2016
   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      36 957
   Highest Price per share    R40.87
   Lowest Price per share     R40.80
   Average Price per share    R40.8032
   Total value of
   transaction                R1 507 963.86

   Date of transaction        24 February 2016
   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      87 691
   Highest Price per share    R41.00
   Lowest Price per share     R40.80
   Average Price per share    R40.8312
   Total value of
   transaction                R3 580 528.76

   Date of transaction        25 February 2016
   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      64 346
   Highest Price per share    R41.16
   Lowest Price per share     R40.85
   Average Price per share    R40.9053
   Total value of
   transaction                R2 632 089.15

Sandton
26 February 2016

Sponsor: Deutsche Securities (SA) Proprietary Limited

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