Dealings 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 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 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 30th June 2013 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 Mountford1 750 000 545 119 Direct, Beneficial 2 P Mountford 300 000 201 926 Direct, Beneficial C Brown1 250 000 181 706 Direct, Beneficial 1 Date of transfer 23 August 2013 Nature of transaction Issue of shares Class of securities Ordinary shares Strike price of SARS R6.10 Strike date 23 August 2013 Exercise Price of SARS R22.3300 Vesting date Following approval by the Remuneration Committee based on the audited results for the year ended 30 June 2013 2 Date of transfer 26 August 2013 Nature of transaction Issue of shares Class of securities Ordinary shares Strike price of SARS R7.30 Strike date 26 August 2013 Exercise Price of SARS R22.3300 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 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 23 August 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 38 640 Highest Price R22.4900 Lowest Price R22.2000 Volume Weighted Average R22.3189 Price Total value of transaction R862 403.25 Executive Director Peter Mountford Company Super Group Date of transaction 26 August 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 460 290 Highest Price R22.5300 Lowest Price R22.2000 Volume Weighted Average R22.4252 Price Total value of transaction R10 322 114.50 Executive Director Peter Mountford Company Super Group Date of transaction 27 August 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 248 115 Highest Price R22.5000 Lowest Price R22.2000 Volume Weighted Average R22.3247 Price Total value of transaction R5 539 099.54 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. The options sold amount to 60% of the options that are available for vesting. Executive Director Colin Brown Company Super Group Date of transaction 23 August 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 12 880 Highest Price R22.4900 Lowest Price R22.2000 Volume Weighted Average R22.3189 Price Total value of transaction R287 467.75 Executive Director Colin Brown Company Super Group Date of transaction 26 August 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 153 430 Highest Price R22.5300 Lowest Price R22.2000 Price R22.4252 Total value of transaction R3 440 704.83 Executive Director Colin Brown Company Super Group Date of transaction 27 August 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 15 396 Price R22.4000 Total value of transaction R344 870.40 The reason for the sale of Colin Brown’s shares is to meet personal commitments. It should be noted that Colin Brown has only exercised 20% of the share options that are available for vesting. 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 material 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. 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 1 100 000 Direct, beneficial C Brown 750 000 Direct, beneficial N Redford (1) 70 000 Direct, beneficial P Smith(2) 400 000 Direct, beneficial K Mmutlana (3) 300 000 Direct, beneficial J Matlakala (3) 20 000 Direct, beneficial Total 2 640 000 Date of acceptance 26 August 2013 Nature of transaction Grant and acceptance of SARS Class of securities Ordinary shares Price R22.3300 Vesting date Following approval by the Remuneration Committee based on the audited results for the year ending 30 June 2016 (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. Sandton 27 August 2013 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 27/08/2013 04:00:00 Produced by the JSE SENS Department. 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