SUPER GROUP LIMITED - Dealing in securities by Executive Directors and the Group Company Secretary

Dealing in securities by Executive Directors and the Group Company Secretary

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
LEI: 378900A8FDADE26AD654
(“Super Group”)

DEALING IN SECURITIES BY EXECUTIVE DIRECTORS AND THE GROUP COMPANY SECRETARY

  In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
  Requirements (“Listings Requirements”), shareholders are advised that the
  executive directors have in terms of the Share Appreciation Right Scheme
  2005 (“the Scheme”), been granted share appreciation rights (“SARS”) to
  receive shares which grants have been accepted.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All SARS 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 SARS
  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 2023. The grants are conditional upon the participant
  remaining employed during the performance period.

  The SARS granted to and accepted by the following directors vest upon
  confirmation that the performance conditions have been fulfilled.

    Name of                Number of        Nature of        Total Deemed
    director                    SARS        interest             Value
    P Mountford            2 000 000   Direct, beneficial    R39958600.00
    C Brown                  800 000   Direct, beneficial    R15983440.00
    J Mackay (1)             300 000   Direct, beneficial     R5993790.00
    Total                  3 100 000

   Date of acceptance      29 September 2020
   Nature of transaction   Off market grant and acceptance of SARS
   Class of securities     Ordinary shares
   Strike Price            R19.9793
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2023

(1)J Mackay is the Group Company Secretary

Sandton
30 September 2020

Sponsor: Investec Bank Limited

Date: 30-09-2020 05:10:00
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