SUPER GROUP LIMITED - Dealing in securities by Directors of major subsidiaries

Dealing in securities by Directors of major subsidiaries

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 DIRECTORS OF MAJOR SUBSIDIARIES

  In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
  Requirements (“Listings Requirements”), shareholders are advised that
  directors of major subsidiaries of Super Group 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 and officers
  vest upon confirmation that the performance conditions have been
  fulfilled.

    Name of                Number of        Nature of          Total Deemed
    director                    SARS        interest                Value
    P Smith(1)               700 000   Direct, beneficial      R13985510.00
    B Makubalo (1)           500 000   Direct, beneficial       R9989650.00
    J Matlakala               50 000   Direct, beneficial        R998965.00
    (2)
    H Makhoba (2)             50 000   Direct, beneficial       R998965.00
    G Watson (3)             700 000   Direct, beneficial      R13985510.00
    Total                  2 000 000

   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) P Smith and   B Makubalo are directors of Super Group Trading
       Proprietary   Limited.
   (2) J Matlakala   and H Makoba are directors of Super Group Holdings
       Proprietary   Limited and Super Group Trading Proprietary Limited.
   (3) G Watson is   a Director of Alan Ford UK Limited.

Sandton
30 September 2020

Sponsor: Investec Bank Limited

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