SUPER GROUP LIMITED - Dealing in securities by a director and a director of major subsidiaries

Dealing in securities by a director and a director 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 A DIRECTOR AND A DIRECTOR OF MAJOR SUBSIDIARIES

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that a director 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 30 June 2017. 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 30 June 2017 and the shares have
  been issued to the directors.


   Name of director Number of Share  Number of Shares Nature of interest
                    Appreciation     Issued (2)
                    Rights (“SARS”)
   P Mountford               300 000            27 328 Direct, Beneficial

   Date of transfer         12 June 2019
   Nature of transaction    Issue of shares,off market
   Class of securities      Ordinary shares
   Strike price of SARS     R31.13
   Strike date              12 June 2019
   Exercise Price of SARS   R34.2500
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2017
   Name of director Number of Share  Number of Shares Nature of interest
                    Appreciation     Issued (2)
                    Rights (“SARS”)
   J Matlakala (1)       21 740            1 670 Direct, Beneficial

     (1) J Matkala is a director of Super Group Holdings Proprietary Limited
         and Super Group Africa Proprietary Limited.

   Date of transfer          14 June 2019
   Nature of transaction     Issue of shares,off market
   Class of securities       Ordinary shares
   Strike price of SARS      R31.13
   Strike date               14 June 2019
   Exercise Price of SARS    R33.7200
   Vesting date              Following approval by the Remuneration
                             Committee based on the audited results for
                             the year ended 30 June 2017


  (2)   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 of shares
        issued.

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                     Peter Mountford
   Company                      Super Group
   Date of transaction          14 June 2019
   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        12 328
   Highest Price                R33.8000
   Lowest Price                 R33.5500
   Volume Average Weighted
   Price                        R33.6278
   Total value of
   transaction                  R414 564.00


  The transactions are not a reflection of his views on the Group. The 2017
  SARS expire on 30 June 2019 resulting in the obligatory exercising
  thereof prior to the expiry date. The shares sold were only to cover the
  tax payable on the exercise of the SARS.

  The required clearance per paragraph 3.66 of the Listings Requirements
  was obtained.
  3. 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 of major             Jocobeth Matlakala
   subsidiaries
   Company                       Super Group
   Date of transaction           14 June 2019
   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         1 670
   Highest Price                 R33.4500
   Lowest Price                  R33.4500
   Volume Average Weighted
   Price                         R33.4500
   Total value of
   transaction                   R55 861.50


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

Sandton

18 June 2019

Sponsor: Investec Bank Limited

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