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 Listings Requirements,
   shareholders are advised that a director of a major subsidiary 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 2016. 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 30 June 2016 and the shares have been
  issued to the director.


   Name of director Number of Share      Number of Shares   Nature of interest
                    Appreciation         Issued (1)
                    Rights (“SARS”)

   J Matlakala(1)               21 537              8 009 Direct, Beneficial

   Date of transfer         21 June 2018
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R22.33
   Strike date              21 June 2018
   Exercise Price of SARS   R35.5500
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2016

  (1)   Jacobeth Matlakala is a director of Super Group Holdings (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                   Jacobeth Matlakala
   Company                    Super Group
   Date of transaction        21 June 2018
   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      8 009
   Price                      R35.1500
   Total value of
   transaction                R281 516.35

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

Sandton
22 June 2018
Sponsor: Deutsche Securities (SA) Proprietary Limited

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