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SUPER GROUP LIMITED - DEALING IN SECURITIES BY DIRECTORS AND GROUP COMPANY SECRETARY

Release Date: 22/08/2012 09:30
Code(s): SPG     PDF:  
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DEALING IN SECURITIES BY DIRECTORS AND GROUP COMPANY SECRETARY

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 AND GROUP COMPANY SECRETARY

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that the executive directors and a director of a
   material subsidiary 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 2012. 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 2012 and the shares have
  been issued to the following directors.

   Name of director Number of Share  Number of Shares    Nature of interest
                    Appreciation     Issued (2)
                    Rights (“SARS”)
   P Mountford               700 000          502 849    Direct, Beneficial
   C Brown                   500 000          359 178    Direct, Beneficial
   P Smith(1)                500 000          359 178    Direct, beneficial


   Date of transfer         20 August 2012
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R4.50
   Strike date              20 August 2012
   Exercise Price of SARS   R15.9776
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2012

  (1) P Smith is a director of Super Group Trading (Proprietary) Limited.
  (2) 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        21 August 2012
   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      502 849
   Price:                     R16.51
   Total value of
   transaction                R8 302 036.99

   The reason for the sale of Peter Mountford’s shares is that he has
   reached his share scheme limit and as a result, he was obligated to sell
   his shares in order to be awarded new options.

   Executive Director         Colin Brown
   Company                    Super Group
   Date of transaction        21 August 2012
   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      359 178
   Price:                     R16.51
   Total value of
   transaction                R5 930 028.78

   The reason for the sale of Colin Brown’s shares is that this the first
   opportunity provided, in terms of the share scheme, whereby he is allowed
   to sell a portion of his incentive shares (22% of his potential interest
   in Super Group in terms of his options)since the turnaround of the Group.

   Director of Material       Philip Smith
   Subsidiary
   Company                    Super Group Trading (Proprietary) Limited
   Date of transaction        21 August 2012
   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      359 178
   Price:                     R16.51
   Total value of
   transaction                R5 930 028.78

  The reason for the sale of Philip Smith’s shares is that this the first
  opportunity provided, in terms of the share scheme, whereby he is allowed
  to sell a portion of his incentive shares (27% of his potential interest
  in Super Group in terms of his options and shares owned in the Group)
  since the turnaround of the Group.

  All of the above share transactions are by no means a reflection of their
  views on the Group.
  The required clearance per section 3.66 of the Listings Requirements was
  obtained.

3. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that the executive directors and the Group
   Company Secretary of Super Group and a director of a material subsidiary
   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.

  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 2015. 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                           600   000   Direct, beneficial
    C Brown                               400   000   Direct, beneficial
    N Redford (1)                          60   000   Direct, beneficial
    P Smith(2)                            200   000   Direct, beneficial
    Total                               1 260   000

   Date of acceptance      21 August 2012
   Nature of transaction   Grant and acceptance of SARS
   Class of securities     Ordinary shares
   Price                   R16.51
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2015

   (1) N Redford is the Group Company Secretary
   (2) P Smith is a director of Super Group Trading (Proprietary) Limited.

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

Sandton
22 August 2012

Sponsor: Deutsche Securities (SA) (Pty) Limited

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