Dealing 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 and a director of major subsidiaries 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 2014. 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 2014 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 Mountford 700 000 521 453 Direct, Beneficial C Brown 500 000 372 466 Direct, Beneficial P Smith 300 000 223 480 Direct, Beneficial Date of transfer 18 August 2014 Nature of transaction Issue of shares Class of securities Ordinary shares Strike price of SARS R7.80 Strike date 18 August 2014 Exercise Price of SARS R30.5801 Vesting date Following approval by the Remuneration Committee based on the audited results for the year ended 30 June 2014 (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 18 August 2014 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 521 453 Price R31.1300 Total value of transaction R16 232 831.89 Executive Director Colin Brown Company Super Group Date of transaction 18 August 2014 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 372 466 Price R31.1300 Total value of transaction R11 594 866.58 Director of major Philip Smith subsidiaries Company Super Group Date of transaction 18 August 2014 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 223 480 Price R31.1300 Total value of transaction R6 956 932.40 The reason for the sale of the shares is the diversification of investment portfolios. 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 major 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. The Remuneration Committee approved the grants and the required clearance in terms of paragraph 3.66 of the Listings Requirements was obtained. 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 2017. 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 1 000 000 Direct, beneficial C Brown 700 000 Direct, beneficial N Redford (1) 90 000 Direct, beneficial P Smith(2) 450 000 Direct, beneficial K Mmutlana (3) 300 000 Direct, beneficial J Matlakala (3) 20 000 Direct, beneficial Total 2 560 000 Date of acceptance 19 August 2014 Nature of transaction Grant and acceptance of SARS Class of securities Ordinary shares Price R31.1300 Vesting date Following approval by the Remuneration Committee based on the audited results for the year ending 30 June 2017 (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 and Super Group Africa Proprietary Limited. Sandton 20 August 2014 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 20/08/2014 03:00:00 Produced by the JSE SENS Department. 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