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Wed 9 Sep 2015, 15:05 SUPER GROUP LIMITED - Dealing in securities by a director of major subsidiaries
SPG 201509090040A
Dealing in securities by 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 OF MAJOR SUBSIDIARIES

  In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings
  Requirements (“Listings Requirements”), shareholders are advised that a
  director of major subsidiaries of Super Group has, 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 2018. The grants are conditional upon the participant
  remaining employed during the performance period.

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

    Name of                Number of       Nature of
    director                    SARS       interest

    K Mmutlana (1)           100 000   Direct, beneficial

   Date of acceptance      8 September 2015
   Nature of transaction   Grant and acceptance of SARS
   Class of securities     Ordinary shares
   Strike Price            R32.7400
   Vesting date            Following approval by the Remuneration
                           Committee based on the audited results for the
                           year ending 30 June 2018

   (1)   K Mmutlana is a director of Super Group Holdings
         Proprietary Limited and Super Group Africa Proprietary Limited.

Sandton
9 September 2015

Sponsor: Deutsche Securities (SA) Proprietary Limited

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