SUPER GROUP LIMITED - Cautionary announcement

Cautionary announcement

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
LEI: 378900A8FDADE26AD654
Share code: SPG
Debt company code: BISGL
ISIN: ZAE000161832
("Super Group" or the "Company")

Cautionary announcement

Super Group wishes to make its shareholders aware of the announcement
released by SG Fleet Group Limited ("SG Fleet") on the Australian
Stock Exchange today advising shareholders of SG Fleet that SG Fleet
is in discussions with Pacific Equity Partners Pty Limited and certain
of its affiliates ("PEP") in relation to a non-binding and indicative
proposal from PEP to acquire all of the shares in SG Fleet (the
"Indicative Proposal") at a price of AUD3.50 per share. A copy of the
announcement can be accessed on the SG Fleet website at
https://investors.sgfleet.com/Investors/?page=asx-announcements

The Board of SG Fleet, together with its advisors, and in consultation
with Super Group, SG Fleet's largest shareholder with a 53.584%
shareholding in SG Fleet, has determined that it is in the interests
of all SG Fleet shareholders to engage with PEP on the Indicative
Proposal and has granted PEP a period of exclusivity to facilitate
PEP's due diligence and enable it to put forward a binding offer and
for the parties to concurrently negotiate a scheme implementation
deed. This period expires on 29 November 2024.

There is no certainty that the Indicative Proposal will result in a
transaction. Any agreed transaction would require SG Fleet Board
approvals and negotiation of transaction documents. The implementation
of any transaction would also be subject to various conditions
including Super Group and SG Fleet shareholder and regulatory
approvals. Discussions with respect to the Indicative Proposal are
progressing and, if successfully concluded, may have a material effect
on the price of Super Group's securities. Accordingly, Super Group
shareholders and noteholders are advised to exercise caution when
dealing in the Company's securities until a further announcement is
made.

Sandton
25 November 2024

Financial advisor and Transaction Sponsor
Investec Bank Limited

Debt Sponsor
Questco Proprietary Limited

Date: 25-11-2024 07:05:00
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