Notice of Annual General Meeting

Notice of annual general meeting for the year ended 2025

For the year ended 30 June 2025

Purpose of the meeting1BUSINESS COMBINATIONS38Electronic participation by shareholders1SALIENT FEATURES39Important dates2Share statistics39Identification, voting and proxies2Capital commitment39Quorum2Related party transactions39JSE Listings Requirements and Companies Act2Subsequent events39Presentation of the Annual Financial Statements3Significant events39Presentation of the Group Social and Ethics CommitteeFair value40Report3Goodwill42Resolutions for consideration and adoption3Capital items42No material changes6Revenue43BOARD OF DIRECTORS7Discontinued operations44Executive directors7ADDITIONAL INFORMATION46Non-executive directors8Shareholders' diary46Company Secretary9Annual General Meeting46REPORT OF THE REMUNERATION COMMITTEE10Shareholder analysis47Factors impacting remuneration decisions11ELECTRONIC PARTICIPATION FORM48Shareholder engagement11Participation in the AGM via electronic communication48Activities undertaken by Remco during the year11FORM OF PROXY49Looking ahead12CORPORATE INFORMATION52Conclusion12To the shareholdersSECTION A: REMUNERATION POLICY13This document contains the detailed Notice of Super GroupResponsible remuneration13Limited's Annual General Meeting, which will be held on Friday,Competitive and fair remuneration1828 November 2025.Malus and clawback19Super Group's Integrated Report and Annual Financial Statements willDirectors' trading in company securities19be available for viewing and download on the Company's website atDirectors' service contracts19https://supergroup.co.za/investor-information/integrated-reporting/Interest of directors in contracts19on Wednesday, 15 October 2025. These reports will not beposted to shareholders.SECTION B: DIRECTORS' AND EXECUTIVES'REMUNERATION IMPLEMENTATION REPORT20To request a printed copy of the Notice of Annual GeneralCompliance with the remuneration policy20Meeting, please contact:Executive Directors' remuneration, STI allocations20John MackayNon-Executive Directors' fees22Group Company SecretaryInterests of directors in the share capital of Super Group22Tel: +27 11 523 4663Email: [email protected]Approval22Appendix A23Super Group Limited(Incorporated in the Republic of South Africa)Appendix B24(Registration number: 1943/016107/06)INDEPENDENT AUDITOR'S REPORT26Share code: SPGBASIS OF PREPARATION AND ACCOUNTINGISIN: ZAE000161832POLICIES27LEI: 378900A8FDADE26AD654SUMMARISED CONSOLIDATED STATEMENT OFDebt Company Code: BISGLCOMPREHENSIVE INCOME28("Super Group" or "the Group" or "the Company")SUMMARISED CONSOLIDATED STATEMENT OFFINANCIAL POSITION30SUMMARISED CONSOLIDATED STATEMENT OFCASH FLOWS31SUMMARISED CONSOLIDATED STATEMENT OFCHANGES IN EQUITY32	NOTICE OF ANNUAL GENERAL MEETING	1	OPERATING SEGMENTS34

Notice of annual general meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of shareholders of Super Group, in respect of the year ended 30 June 2025, will be held by electronic meeting participation only (subject to any adjournment or postponement) on Friday, 28 November 2025 at 09:00.

Purpose of the meeting

The purpose of this meeting is to:

present the Annual Financial Statements (including the Directors' Report, Group Audit Committee Report and the Independent Auditor's Report) of the Group for the year ended 30 June 2025;
present the Group Social and Ethics Committee Report;
consider any matters raised by shareholders; and
consider and, if deemed fit, to pass, with or without modification, the resolutions set out below.

Electronic participation by shareholders

Should any shareholder (or representative or proxy for a shareholder) wish to participate in the AGM electronically, that shareholder must either register online using the online registration portal at www.smartagm.co.za; or apply to the Company's Transfer Secretaries, JSE Investor Services (Pty) Ltd ("JIS"), by delivering the duly completed Electronic Participation Form to: JSE Limited, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 or posting it to P.O. Box 4844, Johannesburg, 2000 (at the risk of the participant), or mail to meetfax@ jseinvestorservices.co.za so as to be received by JIS by no later than 09:00 on Wednesday, 26 November 2025. JIS will first validate such requests and confirm the identity of the shareholder in terms of section 63(1) of the Companies Act 71 of 2008, as amended ("Companies Act"), and, if the request is validated, further details on using the electronic communication facility will be provided.

Emails:	Hand deliveries to:	Postal deliveries to:
[email protected]	JSE Investor Services (Pty) Ltd	JSE Investor Services (Pty) Ltd
	One Exchange Square	P.O. Box 4844
	2 Gwen Lane, Sandown	Johannesburg
	Sandton	2000
	2196

The written notification should contain the following:

A certified copy of the shareholder's identification document or passport if the shareholder is an individual;
A certified copy of a resolution of letter of representation given by the holder if you are a company or juristic person, and certified copies of identity document or passports of the persons who passed the resolution;
A valid email address and/or telephone number; and
An indication that you or your proxy not only wishes to attend the meeting by means of electronic communication, but also to participate and vote by means of electronic communication.

Such participants, who have complied with the notice requirements above, will be contacted on Thursday, 27 November 2025 with connection details as well as the username and password through which you or your proxy/ies can participate via electronic communication.

Should you wish to participate by way of electronic communication, it is recommended that you connect with the details as provided by the service provider by no later than 15 minutes prior to the commencement of the AGM.

Participation will only be online and you will be able to view a live webcast of the meeting, ask directors questions online in written format and submit your votes in real time.

Important dates

The Board has determined, in accordance with section 59(1)(a) and (b) of the Companies Act, the following important dates:

Event	2025
Record date to receive the Notice of the AGM (Notice Record Date)	Friday, 03 October
Notice of AGM distributed to shareholders	Wednesday, 15 October
Last day to trade to be eligible to vote at the AGM	Tuesday, 18 November
Record date for voting purposes at the AGM (Voting Record Date)	Friday, 21 November
For administrative purposes, Forms of Proxy to be lodged by 09:00 on	Wednesday, 26 November
For administrative purposes, the completed Electronic Participation Form to be lodged by 09:00 on	Wednesday, 26 November
AGM to be held at 09:00	Friday, 28 November
Results of the AGM released on the Stock Exchange News Service (SENS)	Friday, 28 November

Identification, voting and proxies

In terms of section 63(1) of the Companies Act, any person attending or participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (as shareholder or as proxy for a shareholder) has been reasonably verified. Suitable forms of identification will include valid identity documentation, driver's licences and passports.

If you are a registered shareholder as at the Voting Record Date, you may attend the virtual meeting. Alternatively, you may appoint a proxy (who need not be a shareholder of the Company) to represent you at the meeting. Any appointment of a proxy may be effected by using the attached Form of Proxy and, in order for the proxy to be effective and valid, must be completed and delivered in accordance with the instructions contained in the attached Form of Proxy.

If you are a beneficial shareholder and not a registered shareholder as at the Voting Record Date:

and wish to attend the meeting, you must obtain the necessary letter of representation to represent the registered shareholder of your shares from your CSDP or broker; and
do not wish to attend the meeting but would like your vote to be recorded at the meeting, you should contact the registered shareholder of your shares through your CSDP or broker and furnish them with your voting instructions; you must not complete the attached Form of Proxy.

For effective administrative purposes, completed Forms of Proxy must be received by the Company's Transfer Secretaries, JIS, via email to [email protected] by no later than 09:00 on Wednesday, 26 November 2025.

Quorum

A quorum for the purposes of considering the resolutions to be proposed at the meeting shall consist of three shareholders of the Company, present or represented by proxy (and if the shareholder is a body corporate, the representative of the body corporate) and entitled to vote at the meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions to be proposed at the meeting.

JSE Listings Requirements and Companies Act

In terms of the JSE Listings Requirements, any shares currently held by the Super Group Share Incentive Scheme and Group subsidiaries will not have their votes at the AGM taken into account in determining the results of voting on all JSE resolutions. No voting rights attaching to shares held by Group subsidiaries may be exercised in terms of section 48(2) of the Companies Act in respect of the resolutions contained herein.

Unless otherwise indicated, in order for the ordinary resolutions to be adopted, the support of at least 50% (fifty percent) plus one vote of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

In order for the special resolutions to be adopted, the support of at least 75% (seventy-five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

Presentation of the Annual Financial Statements

The Annual Financial Statements for the year ended 30 June 2025 will be presented to shareholders as required in terms of section 30(3)(d) of the Companies Act (abbreviated versions have been included in this Notice of AGM), including the Directors' Report, Group Audit Committee Report and the Independent Auditor's Report. The Annual Financial Statements will be available for viewing and download on the Company's website at https://supergroup.co.za/investor-information/integrated-reporting/ from Wednesday, 15 October 2025.

Presentation of the Group Social and Ethics Committee Report

A report of the members of the Group Social and Ethics Committee for the year ended 30 June 2025, as included in the Integrated Report 2025, will be presented to shareholders as required in terms of regulation 43 of the Companies Regulations 2011 ("Regulations").

Resolutions for consideration and adoption

Ordinary resolutions

Ordinary resolution number 1: Re-election of directors

"RESOLVED THAT the following directors who retire in accordance with the Memorandum of Incorporation ("MOI"), and being eligible, offer themselves for re-election and are hereby re-elected as directors of the Company:

1.1 Mr David Cathrall
1.2 Mr Jack Phalane

(Brief curriculum vitae for the directors are set out on pages 8 and 9 of this Notice of AGM.)

The Nominations Committee has reviewed the composition, gender and racial balance of the Board and evaluated the independence (where applicable), performance and contributions of the directors listed above. Furthermore, the Nominations Committee has considered their individual knowledge, skills and experience and recommended to the Board that they be proposed for re-election."

Ordinary resolution number 2: Reappointment of auditors

"RESOLVED THAT KPMG Inc. is appointed as independent auditors of the Group and that Mr David Read, being a member of KPMG Inc., is appointed as the individual designated auditor who will undertake the audit of the Group for the ensuing year."

Ordinary resolution number 3: Election of the Group Audit Committee

"RESOLVED THAT the following Non-Executive Directors be elected as members of the Group Audit Committee:

3.1 Mr David Cathrall
3.2 Mr Jack Phalane
3.3 Ms Pitsi Mnisi

(Brief curriculum vitae for the directors are set out on pages 8 and 9 of the Notice of AGM.)"

Ordinary resolution number 4: Election of the Group Social and Ethics Committee

"RESOLVED THAT the following directors be elected as members of the Group Social and Ethics Committee:

4.1 Ms Pitsi Mnisi
4.2 Mr Simphiwe Mehlomakulu
4.3 Mr Peter Mountford

(Brief curriculum vitae for the directors are set out on pages 7, 8 and 9 of this Notice of AGM.)"

Ordinary resolution number 5: Endorsement of the Super Group Remuneration Policy

"RESOLVED THAT the Company's Remuneration Policy as set out in Section A of the Remuneration Report be and is hereby approved.

In terms of The King Code of Governance Principles 2016 ('King IV') and paragraph 3.84(j) of the JSE Listings Requirements dealing with boards and directors, companies are required to table their Remuneration Policy every year to shareholders for a non-binding advisory vote at the AGM. This vote enables shareholders to express their views on the Remuneration Policies adopted and on their implementation.

Section A of the Company's Remuneration Report is contained on pages 13 to 19 of the Notice of AGM.

Ordinary resolution number 5 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the Board will take the outcome of the vote into consideration when considering the Company's Remuneration Policy."

Ordinary resolution number 6: Endorsement of the implementation of the Super Group Remuneration Policy

"RESOLVED THAT the implementation of the Company's Remuneration Policy as set out in Section B of the Remuneration Report be and is hereby approved.

In terms of King IV and paragraph 3.84(j) of the JSE Listings Requirements dealing with boards and directors, companies are required to table their Remuneration Policy every year to shareholders for a non-binding advisory vote at the AGM. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.

Section B of the Company's Remuneration Report is contained on pages 20 to 24 of the Notice of AGM.

Ordinary resolution number 6 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the Board will take the outcome of the vote into consideration when considering the Company's Remuneration Policy."

Should more than 25% of the total votes cast be against either resolutions 5 or 6, the Company will issue an announcement on SENS inviting shareholders who voted against the resolutions to meet with members of the Remuneration Committee. The process to be followed will be set out in the SENS announcement.

Ordinary resolution number 7: General authority to directors to issue shares for cash

"RESOLVED THAT the directors be and are hereby authorised, until this authority lapses at the next AGM of the Company, unless it is then renewed at the next AGM of the Company, provided that it shall not extend beyond 15 months, to allot and issue ordinary shares for cash on the following bases:

1. The allotment and issue of the shares must be made to persons qualifying as public shareholders and not to related parties (subject to the paragraph below) as defined in the JSE Listings Requirements ("Listings Requirements").
- (i) related parties, as defined by the Listings Requirements, may participate in a general issue of shares for cash through a bookbuild process. Related parties may only participate with a maximum bid price at which they are prepared to take-up shares or at book close price. In the event of a maximum bid price and the book closes at a higher price the relevant related party will be "out of the book" and not be allocated shares. Equity securities must be allocated equitably "in the book" through the bookbuild process and the measures to be applied must be disclosed in the SENS announcement launching the bookbuild.
1. The shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such shares or rights that are convertible into a class already in issue.
1. The number of shares issued for cash shall not in the aggregate in any one financial year exceed 5% (five percent) of the Company's issued share capital of ordinary shares (excluding treasury shares) as at the date of the Notice of AGM, such 5% (five percent) number being 16 939 179 ordinary shares provided that:
- a. any equity securities issued under the authority during the period contemplated above must be deducted from the 16 939 179 ordinary shares in point 3 above; and
- b. in the event of a sub-division or consolidation of issued equity securities during the period contemplated above, the existing authority must be adjusted accordingly to represent the same allocation ratio.
1. The maximum discount at which ordinary shares may be issued is 10% (ten percent) of the volume weighted average traded price on the JSE of those shares over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party/(ies) subscribing for the shares.
1. After the Company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% (five percent) of the number of shares in issue prior to that issue, the Company shall publish an announcement containing full details of the issue, (including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue is agreed in writing between the Company and the party/(ies) subscribing for the shares and the effects of the issue on the Statement of Financial Position, net asset value per share, net tangible asset value per share, the Statement of Comprehensive Income, earnings per share, headline earnings per share, and if applicable diluted earnings per share and diluted headline earnings per share), or an explanation, including supporting information (if any), of the intended use of the funds, or any other announcements that may be required in such regard in terms of the Listings Requirements which may be applicable from time to time."

The reason for requesting the approval of ordinary resolution number 7 is to enable Super Group to issue shares when an acquisition is concluded. Super Group specifically seeks this authority for circumstances where a vendor prescribed process does not allow sufficient time for Super Group to obtain the necessary approvals from its shareholders to raise equity for funding part of an acquisition. Super Group confirms that shares will only be issued if the relevant acquisition meets the Group's investment criteria.

In terms of the Listings Requirements a 75% (seventy-five percent) majority of the votes cast by shareholders present or represented by proxy at the AGM must be cast in favour of ordinary resolution number 7 for it to be approved.

Special resolutions

Special resolution number 1: Approval of Non-Executive Directors' fees

"RESOLVED THAT the Non-Executive Directors' fees payable for the periods, set out below, are hereby approved:

Description	To beapproved1 Dec 2025 to30 Nov 2026(excl. VAT)1	1 Dec 2024 to30 Nov 2025excl. VAT)
Fixed fees:
Chairman	1 010 040	972 681
Directors	543 864	523 752
Meeting fees:
Chairman of Board and Committees	32 373	31 176
Board	25 899	24 941
Group Audit Committee	19 424	18 706
Divisional Audit Committee (Group Audit Committee Chairman)	12 950	12 471
Group Risk Committee	19 424	18 706
Remuneration Committee	19 424	18 706
Deal Committee	25 899	24 941
Group Social and Ethics Committee	19 424	18 706

1 A fee increase of 3.84% (2024: 5.7%).

Reason for and effect

Special resolution number 1 is required in terms of the Companies Act to authorise the Company to pay remuneration to Non-Executive Directors of the Company in respect of their services as directors.

Furthermore, in terms of the Companies Act and King IV, remuneration payable to Non-Executive Directors should be approved by shareholders in advance or within the previous two years.

Special resolution number 2: Financial assistance to related or inter-related companies

"RESOLVED THAT the directors be and are hereby authorised in terms of and subject to the provision of section 45 of the Companies Act, to cause the Company to provide any financial assistance to any company or corporation which is related or inter-related to the Company."

Reason for and effect

Special resolution number 2 is required in terms of section 45 of the Companies Act to grant the directors of the Company the authority to cause the Company to provide financial assistance to any entity which is related or inter-related to the Company. This special resolution does not authorise the provision of financial assistance to a director or prescribed officer of the Company.

Special resolution number 3: Financial assistance for subscription of securities by related or inter-related entities of the Company

"RESOLVED THAT the Company is hereby authorised, in terms of and subject to section 44 of the Companies Act, to provide direct or indirect financial assistance, by way of loans, guarantees, the provision of security or otherwise to any related or inter-related Company or corporation for the purpose of, or in connection with, the subscription of any option, or any securities (as such term is defined in the Companies Act), issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or interrelated company."

Reason for and effect

The reason for, and effect of, special resolution number 3, is to permit the Company to provide direct or indirect financial assistance to a related or inter-related company or corporation as contemplated in section 44 of the Companies Act. This special resolution does not authorise the provision of financial assistance to a director and/or prescribed officer of the Company.

Special resolution number 4: Acquisition of securities by the Company and/or its subsidiaries

"RESOLVED THAT the mandate given to the Company (or any of its wholly-owned subsidiaries) providing authorisation, by way of a general approval, to acquire the Company's own securities, upon such terms and conditions and in such amounts as the directors may from time to time decide, but subject to the Company's MOI, the provisions sections 46 and 48 of the Companies Act and the Listings Requirements be extended, provided that:

any repurchase of securities must be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
at any point the Company may only appoint one agent to effect any repurchase on the Company's behalf;
this general authority shall only be valid until the Company's next AGM, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution (whichever period is shorter);
a SENS announcement must be published as soon as the Company has cumulatively repurchased 3% (three percent) of the initial number (the number of that class of share in issue at the time that the general authority is granted) of the relevant class of securities and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter, containing full details of such repurchases;

repurchases by the Company, and/or its subsidiaries, in aggregate in any one financial year may not exceed 20% (twenty percent) of the Company's issued share capital as at the date of passing this special resolution or 10% (ten percent) of the Company's issued share capital in the case of an acquisition of shares in the Company by a subsidiary of the Company;
repurchases may not be made at a price greater than 10% (ten percent) above the weighted average of the market value of the securities for the 5 (five) business days immediately preceding the date on which the transaction was effected;
repurchases may not be made by the Company and/or its subsidiaries during a prohibited period as defined by the Listings Requirements unless a repurchase programme is in place where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period. The Company will instruct an independent third party, which makes its investment decisions in relation to the Company's securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE."

Reason for and effect

The reason for the passing of the above special resolution is to grant the Company a general authority in terms of the Companies Act and the Listings Requirements for the acquisition by the Company or any of its subsidiaries of securities issued by the Company, which authority shall be valid until the earlier of the next AGM, or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the Company; provided that the general authority shall not extend beyond 15 (fifteen) months from the date of this AGM. The passing of this special resolution will have the effect of authorising the Company or any of its subsidiaries to acquire securities issued by the Company.

Directors' responsibility statement

The directors, whose names are given on pages 7, 8 and 9 of this Notice of AGM, collectively and individually, accept full responsibility for the accuracy of the information pertaining to the above special resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the above special resolution contains all relevant information required by law and the Listings Requirements.

Statement by the directors

The Board confirms that the Company will not enter into a transaction to repurchase shares in terms of special resolution number 4 unless:

the Company and its subsidiaries (collectively "the Group") will be able to pay their debts as they become due in the ordinary course of business for a period of 12 months after the date of the repurchase;
the assets of the Company and the Group, valued in accordance with the accounting policies used in the latest Annual Financial Statements will exceed the liabilities of the Company and the Group for a period of 12 months after the date of the repurchase;
the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the repurchase;
the working capital available to the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the repurchase; and
a resolution by the Board will be proposed that they authorise the repurchase after the Company and its subsidiaries passed the solvency and liquidity test as contemplated in the Companies Act and within the time frame contemplated in the Companies Act and that, since the test was applied there have been no material changes to the financial position of the Group.

The directors of the Company hereby state that:

a) the intention of the directors of the Company is to utilise the authority if, at some future date, the cash resources of the Company are in excess of its requirements. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the Company and the long-term cash needs of the Company and will ensure that any such utilisation is in the interests of the shareholders; and
b) the method by which the Company intends to repurchase its securities and the date on which such repurchase will take place, has not yet been determined.

For the purposes of considering special resolution number 4, and in compliance with the Listings Requirements, the information listed below has been included in the Annual Financial Statements of the Company for the year ended 30 June 2025, or at the places indicated below:

major shareholders page 47 of this Notice of AGM; and
share capital of the Company Note 14 of the Annual Financial Statements for the year ended 30 June 2025.

No material changes

As at 29 September 2025, being the last practicable date before the finalisation of this Notice of AGM, there have been no material changes in the financial or trading position of the Company and its subsidiaries that have occurred since 30 June 2025 other than the facts and developments reported on in the Integrated Report.

By order of the Board

John Mackay Group Company Secretary

06 October 2025

Board of directors

Executive Directors

Peter Mountford (67) BCom, BAcc, HDip Tax, MBA (with distinction, Warwick), CA(SA) Chief Executive Officer

Board skills and experience

Peter has demonstrated exceptional leadership since his appointment in 2008, steering the Group's strategic direction and aligning over 18 800 employees across 12 countries. He is recognised for his ability to navigate complex environments while delivering superior shareholder value and fostering a sustainable competitive advantage. Under his leadership, Super Group has become a global leader in supply chain and mobility solutions.

Peter is a Chartered Accountant with an MBA from Warwick University. His executive experience includes Managing Director of SAB Diversified Beverages, CEO of the Consumer Logistics Division at Imperial Holdings Limited and Managing Director of Super Group's Logistics and Transport Division. He is a long-serving director and the current Deputy Chairman of the Road Freight Association. Peter's entrepreneurial excellence was acknowledged as a Master Category Winner of the EY World Entrepreneur Award for Southern Africa.

BCompt (Hons), MBL, CA(SA)

Chief Financial and Debt Officer

Board skills and experience

Colin is an experienced financial executive and board director with a strong track record in listed and multinational environments. Since his appointment as CFO in 2010, he has overseen all accounting and finance functions for the Group. Colin also contributes as a member of the Deal and Risk Committees and chairs the divisional Audit Committees.

Colin is a Chartered Accountant with a master's in business leadership (MBL) from UNISA. His previous roles include CFO and board member of Celcom Group Limited, and Financial Director for EDS Africa Limited and Fujitsu Services South Africa, demonstrating extensive expertise in financial leadership and governance.

Non-executive directors

Valentine Chitalu (61) Chairman and Independent Non-Executive Director

ACCA (UK), M.Phil (UK)

Board skills and experience

Valentine brings extensive expertise in private equity and general investments, with a strong entrepreneurial background that spans multiple industries and countries. His early career includes experience at KPMG in London and leadership as CEO of the Zambia Privatisation Agency, where he successfully managed the divestiture of over 240 enterprises. He further expanded his international experience through senior roles at CDC Group Plc in both London and Lusaka.

Valentine holds multiple board positions across Zambia, Australia and the UK, demonstrating a broad and diverse governance perspective. Currently, he serves as Chairman of MTN (Zambia) Limited and the Phatisa Group, a prominent pan-African private equity fund manager. He is a UK-qualified accountant and holds a master's degree in development economics from Cambridge University.

Valentine's appointment as Chairperson on 30 November 2022 reflected his widely recognised leadership and governance capabilities.

RC Group Risk Committee
Rem Remuneration Committee
SEC Group Social and Ethics Committee
DC Deal Committee
NC Nominations Committee

David Cathrall (68) Lead Independent Non-Executive Director

BCom, BAcc, CA(SA)

Board skills and experience

David is a Chartered Accountant (CA(SA)) with a Bachelor of Commerce and Bachelor of Accountancy from the University of the Witwatersrand. He brings extensive audit and assurance expertise, having served as a Senior Partner at EY until his retirement in 2018.

During his tenure at EY, David was the engagement partner for audits of large listed companies, demonstrating strong financial oversight capabilities. He also held key leadership roles at EY, including membership on the Executive and Remuneration Committees, contributing to strategic decision-making and governance.

David was appointed as an Independent Non-Executive Director on 1 June 2019, bringing valuable financial acumen and corporate governance experience to the Board.

Pitsi Mnisi (42)

Independent Non-Executive Director

BCom, BCom (Hons) Acc, BCom (Hons) Tax, CA(SA), Advanced Certificate in Emerging Markets and Country Risk Analysis (Fordham University, New York), MBA (Heriot-Watt University, Edinburgh, UK)

Board skills and experience

Pitsi brings extensive expertise in corporate governance and financial management, underpinned by her CA (SA) qualification. She has broad sector experience spanning mining, investments, transportation, manufacturing and construction.

Pitsi is the founder of Lynshpin Cedar, a black-owned consulting and corporate finance advisory firm, and co-founder of Mcorp Investments, an investment holding company. Her previous roles include Finance Manager for De Beers' Venetia Underground Project, highlighting her strong operational and financial leadership in complex environments.

Pitsi was appointed as an Independent Non-Executive Director on 1 October 2020.

Non-executive directors

Company Secretary

Simphiwe Mehlomakulu (55) Independent Non-Executive Director

BSc (Chemical Engineering), Post Graduate Diploma (Marketing Management), MBA (University of the Witwatersrand), Stanford Executive Programme (Stanford University of California, USA)

Board skills and experience

Simphiwe is an accomplished entrepreneur and strategic leader with deep expertise in the Southern African petroleum and energy sectors. He co-founded the Reatile Group in 2003 and has driven the group's sustained growth for over two decades.

Simphiwe's career began at Sasol Limited in 1993, where he held various roles including Global Export Manager for Sasol Solvents. He subsequently served as General Manager of Strategy Effectiveness at Old Mutual Limited and was appointed Managing Director of PetroSA's European operations in 2003. In 2004, he chaired the Board of Governors for the South African Petroleum Industry Association, reflecting his leadership and industry influence.

Simphiwe was appointed as an Independent Non-Executive Director on 1 October 2020.

DC NC SEC

Jack Phalane (50)

Independent Non-Executive Director

MBA (University of the Witwatersrand), M.Com (South African and International Tax), LLM, BA LLB, Certificate in Advanced Corporate Law and Securities Law

Board skills and experience

Jack is a seasoned commercial lawyer. He advises both listed and non-listed companies across diverse sectors, locally and internationally. Jack brings specialised expertise in mergers and acquisitions, exchange control, corporate governance and telecommunications.

His in-depth knowledge of the Companies Act and B-BBEE Act equips him to provide expert counsel on complex corporate transactions, including shareholder agreements and B-BBEE deals. Jack also brings significant regulatory and adjudication experience, having served for over 10 years as Tax Chairperson for the South African Revenue Service, overseeing income tax appeals.

Jack was appointed as an Independent Non-Executive Director on 30 September 2022.

John Mackay (61) Group Company Secretary

Board skills and experience

John was appointed Group Company Secretary in January 2020. He brings over 25 years of director-level experience. Previously the Group Executive for Marketing and Business Development, he now provides governance and compliance support to the CEO, CFO and Board. John advises Super Group companies on legislation, acquisitions, intellectual property and new business opportunities, while also managing investor relations, ESG initiatives and Group marketing.

He serves on the JSE's Issuer Advisory Board Council and has held senior leadership roles including Managing Director of Patleys (Pty) Ltd, Board member of Bidvest Foods Africa, CEO of The Link Investment Trust, and Executive Team member at Clicks Healthcare, demonstrating broad expertise in corporate governance and strategic business development.

Report of the Remuneration Committee

Super Group's remuneration practices are designed to create sustainable value and reward individual performance and are aligned with financial targets, strategic priorities and stakeholder interests. The Group is committed to equitable compensation for all employees, ensuring their active participation in the broader economy.

The Remco ensures that remuneration practices attract and retain market-leading talent, motivate sustained high performance and promote appropriate growth and risk assessment. Remco also ensures transparency of disclosure to enable shareholders to reasonably assess the effectiveness of the Group's remuneration and governance processes.

Jack Phalane Committee Chairperson

Factors impacting remuneration decisions

Despite challenging macroeconomic and operating conditions, Super Group delivered a resilient financial performance, generating and extracting value for shareholders. Most businesses across the Group performed well in growing market shares and weathering infrastructural challenges in relation to South African ports in particular. However, turnover and operating margins were compressed in Europe and the UK, where the automotive and industrial supply chain sectors saw significant declines in manufacturing volumes.

The successful disposal of SG Fleet marked a pivotal milestone for Super Group, unlocking significant value for shareholders and materially enhancing the Group's financial strength and strategic flexibility. The transaction enabled a return of R5.54 billion to shareholders through a dividend of R16.30 per ordinary share, while R1.96 billion was directed towards the reduction of interest-bearing debt. As a result, the Group's capital structure improved substantially, with the net gearing excluding ROU liabilities decreasing from 136.3% to 20.6%, and the net debt to EBITDA ratio improving from 2.96x to 0.75x.

Super Group continues to execute its strategy effectively, maintaining a strong financial performance despite economic headwinds, infrastructural challenges in South Africa and persistent high interest rates in key markets. The Group's consistent delivery of top-tier and sustainable performance positions it well to generate future stakeholder value.

The Group's continuing revenue decreased by 1.4% to R44.51 billion (2024: R45.15 billion) and headline earnings per share for continuing operations decreased by 1.2% to 239.8 cents (2024: 242.7 cents), reflecting a healthy performance in all three divisions.

The Group's financial and market position remains robust and its cash flow has been satisfactory under challenging economic and infrastructural circumstances.

Remco conducted Executive Director and management remuneration benchmarks and updated them to better reflect the relevant comparative or peer grouping position as outlined on page 14. The committee also analysed remuneration policies and levels with reference to the Willis Towers Watson (WTW) Annual Remuneration Review. Executive and management responsibilities were benchmarked according to the WTW scales, and the outcomes of this benchmarking and the approved remuneration levels derived are provided on page 12.

Remco approved the annual salary review outcomes for all employees, including Group executives. The remuneration of Group executives and other senior management was optimised within the parameters of equitable pay. This ensured that differentiated remuneration levels were logical and aligned with the need to attract and retain critical and strategic talent equitably and responsibly.

Shareholder engagement

At the AGM in November 2024, support for the remuneration policy and implementation report was 90.83% and 89.73%, respectively. Despite compelling shareholder support and endorsement of the 2024 financial and non-financial targets and the significant changes made to the Group's Long Term Incentive (LTI) schemes, shareholders who voted against the policies were invited to share their concerns and reasoning. No concerns were expressed in relation to the remuneration policy or intended LTI scheme although a shareholder did express the view that the determination of weighted average cost of capital (WACC) targets by relevant geography derives a target that is lower than South African shareholder expectations.

The Remco has reviewed this feedback and is satisfied that the calculation is technically correct and that risk differentials across geographies logically influence WACC derivations. The WACC calculation also increases substantially to 8.6% as at June 2025, due to the sale of SG Fleet in the Australasian geography.

The relevant remuneration-related voting at the AGM of 29 November 2024 is summarised below.

Percentage of in favour votes	2024	2023
Remuneration policy (non-bindingadvisory vote)Implementation report (non	90.83	50.01
binding advisory vote)Approval of Non-Executive	89.73	60.79
Directors' fees	99.86	99.94

Activities undertaken by Remco during the year

Mandated matters

Approved the 2025 Remuneration Report.
Approved salary increases for all employees, effective 1 July 2025.
Oversaw the WTW benchmarking process for Executive Directors and other Executive remuneration. The Remco was satisfied with the independence of both WTW and PwC in relation to the proposed future conditional share purchase (CSP) scheme.
Reviewed Exco performance to ensure alignment with strategic objectives and important ESG parameters.
Ensured Exco members are remunerated in accordance with their performance and at market-related levels that motivate, reward and retain employees of the highest calibre.
Ensured that Executive Directors' remuneration mix regarding guaranteed pay is appropriate and market related. Benchmarks and responsibilities were updated and aligned to the latest WTW Survey.
Assessed succession planning at executive and senior management levels. The Group CEO, in consultation with Remco, is responsible for ensuring that adequate succession plans are in place at all critical and strategic levels of the business.

Focus areas

Recognising the crucial role remuneration plays in driving performance and enhancing stakeholder value, the Remco's focus areas included:

Reviewing the remuneration policy to ensure that remuneration remains equitable and drives long-term, sustainable performance in a particularly challenging operating environment.
Benchmarking of guaranteed remuneration packages to ensure competitive positioning to at least 90% of the comparative WTW average guaranteed pay by employee category.
Implementing the 2024 remuneration policy, as amended.
Considering where relevant, changes to the Companies Act concerning remuneration.

Key policy enhancements

Remco made the following key policy enhancements in determining incentive structures for the 2025 financial year:

The comparative group benchmarking was reviewed and updated in line with the relevant metrics, including gross revenue, earnings levels and net assets employed. All executive and management employee functionalities and responsibilities were re-benchmarked to the latest WTW survey levels.
As a consequence of this benchmarking exercise, it was evident that the Chief Executive Officer and Chief Financial Officer were at TGP levels that are significantly below market. The CEO's total guaranteed pay positioned approximately 22% below the WTW average guaranteed pay benchmark for 2024 and the CFO's approximately 28% below this benchmark. In order to address this misalignment and ensure that remuneration levels remain competitive and appropriate relative to market peers, the Remco approved TGP increases of 11.1% and 14.9% for the CEO and CFO respectively. These increases were applied for the year to 30 June 2025.
Super Group has further entrenched ESG in its Group strategy and goals. Critical elements thereof were included in the executive remuneration structures. ESG elements now effectively account for 10% of the short and long-term incentive awards at an executive level.
Finalised the revised LTI scheme as outlined on pages 15 and 16. The scheme is to be implemented in the year to 30 June 2026.
A minimum shareholding level equivalent to the aggregate of the executive's post taxation TGP over the last three financial years was introduced for Executive Directors of Super Group Ltd in 2024. The policy has been retained and details of the number of shares held by the Executive Directors are provided on page 22.

Looking ahead

The Remco will continue actively engaging with shareholders to understand and consider their perspectives on the Group's remuneration practices. Compliance with relevant laws and changing regulations regarding executive compensation and disclosure remain a focus, as is regular benchmarking against industry standards and understanding market trends.

Conclusion

The Remuneration Committee is satisfied that Super Group's remuneration policy is aligned with the corporate strategy and growth objectives. The committee reviewed its remuneration policies, which are designed and aligned to attract and retain excellent business skills, motivate sustained high performance and promote appropriate risk management.

Remco is satisfied that it has fulfilled its mandated responsibilities and that the existing policies have been implemented with diligence and sound judgement.

The remuneration report was reviewed, independently benchmarked and enhanced to improve disclosure and ensure effective communication. The report endeavours to provide salient information on our 2025 remuneration policy and its implementation in a transparent and understandable format.

The support of shareholders in their advisory votes is very important to our Board as well as the executives and management of Super Group, and we appreciate your feedback. The AGM in November 2025 will be held virtually, and we look forward to engaging with you at that time.

On behalf of Remco

Jack Phalane

Committee Chairperson

6 October 2025

Section A: Remuneration policy

Responsible remuneration

Super Group is dedicated to cultivating a work environment that upholds the principles of fairness, safety and ethics to promote the well-being of all employees. In alignment with these core values, the Group embraces the ethos of equitable and responsible compensation throughout its operations.

The Group complies with industry minimum wage regulations, including, but not limited to, the National Minimum Wages and Industry wage tables. These are determined through collective bargaining or similar consultative processes for National Bargaining Council employment categories within the road freight industry and other sectors such as the motor and retail industries.

The remuneration of senior, middle and junior management is based on achieving key performance standards. Executives receive increases and incentives based on performance standards and the relevant market conditions. In addition, the remuneration of all executive employees who are subject to Group Remco oversight, is also subject to local subsidiary Board approval.

All increases and incentives, except for bargaining unit employees, are awarded with due consideration of the Group's financial performance and market conditions. The Group uses various variable remuneration strategies across its workforce in the form of short and long-term incentives to reward employees and drive performance standards.

The Group adheres to the principle of equal pay for work of equal value.

Reward policies are free from bias and unfair discrimination, and decisions are made irrespective of personal characteristics. The Group remains committed to eliminating unfair remuneration discrimination or unjustified differentiation and preventing future practices of discrimination or differentiation.

Remuneration policies for Executive Directors, executive managers and employees

Remuneration policy for Executive Directors

Executive Directors are appointed to the Board to bring skills and experience appropriate to the Group's needs. The guaranteed remuneration is based on the average of the market, with the discretion to pay a premium (typically 10% to 20%) to the average in order to attract and retain Executive Directors.

Remco aims to align the directors' total remuneration with shareholders' interests by ensuring that a significant portion of their package is linked to achieving performance targets.

Executive Directors' salaries comprise a cash portion which is reviewed annually by Remco. Salaries are compared to pay levels of other JSE-listed South African companies, as per the list on page 14, to ensure sustainable performance and market competitiveness.

The individual salaries of Executive Directors are reviewed annually considering their own performance, experience, responsibility and Group performance. The Company contributes to defined contribution plans on behalf of the Executive Directors based on a percentage of cash salary. Death and disability cover provided to Executive Directors reflects best practice among comparable employers in South Africa. Other benefits include car and travel benefits and cover on the Group's medical healthcare scheme. These elements comprise the fixed remuneration component.

A review of the remuneration structures of a comparative group of companies was conducted during the year based on metrics including revenue, number of employees, industry and complexity.

Comparative companies/peers

Super Group utilises the WTW Corporate Grading System to structure and guide the level of management compensation, ensuring internal equity and external competitiveness. This methodology considers the following key elements:

Business size based on gross revenue, cash generation and net asset value.
Organisational size and scale, considering operational consequence and employment numbers.
Business, strategic and organisational complexity.

The surveys provide an external benchmark of the overall market. Macroeconomic factors are also considered when regarding the market and survey information. The survey information is adjusted to take cognisance of differences between the date of survey and the relevant Super Group implementation date.

In addition, Remco determines and analyses the remuneration benchmarks for both Group Executives and Non-Executive Directors. The comparator group is re-assessed annually based on South African JSE-listed corporates and international benchmarks. Comparable factors such as company size, financial performance, nature of business and operating regions are all considered when determining the peer grouping.

Direct and very relevant comparisons to unlisted South African businesses (such as the DP World-owned Imperial Logistics Ltd) are unfortunately not practically possible.

The updated comparative companies or peer set comprises the following JSE and other listed companies:

Industrials
Consumer discretionary
Industrials
Automotive
Logistics (listed on LSE)

This review is one of the elements considered for the current Executive Directors' salaries, incentives and share scheme benchmarking.

Remuneration policy for executive management and employees

A remuneration package split between guaranteed and variable pay is deemed appropriate for the various levels of employees. The WTW survey is one of the benchmarks used to assess the market and industry salaries. For highly specialised positions, other specialist surveys (including the PricewaterhouseCoopers (PWC) and Road Freight Association benchmarks) are referenced.

In the case of trade union members, their pay increases are based on the agreements concluded by the Road Freight Bargaining Council.

Guaranteed pay (or base pay) includes any benefits that the individual employee may receive. Super Group strives to provide its employees with a benefit offering that is competitive with the local and international market offering for that level of employee at a cost-to-company level.

Remuneration package structures

The remuneration package percentage split between guaranteed and variable pay must be appropriate to the level of accountability carried by the individual employee and their line of sight in the business (i.e. their ability to affect the results). The guiding principle is that the greater the level of accountability and the closer the line of sight, the greater the risk portion of an employee's remuneration package.

The risk portion of remuneration, inclusive of short-term incentives, ranges from 50% to 100% of the guaranteed remuneration package at the target-performance level.

Guaranteed pay (TGP)

Super Group offers market-related salaries at a total annual guaranteed salary level (variable pay excluded).

Super Group strives to be a superior payer at a total annual salary level (guaranteed and variable pay). The underlying philosophy is that when the Group and the individual achieve a high level of performance, the overall reward is superior to that of the average market offering.

The business units are also responsible for ensuring that individual employees are correctly positioned in the market from a guaranteed pay perspective and must conduct regular market surveys and benchmarking studies. At a minimum, it must be done annually and where necessary to correct any imbalances. These studies use accurate, relevant and up-to-date data that considers local market conditions and inflation trends.

Salary increases and salary reviews

Three forms of corporate salary increases can be awarded, namely:

1. Performance-based salary increases are awarded in recognition of individual employee achievements and performance levels relative to their role in the Group and their delivery against KPIs set in their performance review.
1. Merit increases are awarded in recognition of consistent, exceptional performance by individual employees whose delivery and achievements surpass what is normally or reasonably expected of employees in that role. Increases may also be awarded because of individual promotions or job role changes.
1. Salary adjustments are awarded to ensure that individual employees are adequately compensated for the job they do and their knowledge or skills relative to the market value of that job and skills set. Adjustments are made to ensure that all employee is incentivised in terms of performance.

All salary increases are subject to the approval of the relevant line managers and must be submitted and actioned following the processes and procedures established by the Group approvals framework.

Variable pay

Variable pay (STI) takes the form of bonuses or commissions, with the latter being generally applicable to sales (quota-bearing) employees.

Commission is also a form of "at risk" or variable pay in that it is not guaranteed to the employee. However, the criteria on which commission is earned are fundamentally different to those applied to bonus earnings. It is also not relevant at an Executive Director or senior executive level.

Generally, an employee's variable pay is a bonus and is split into a business performance bonus portion and an individual strategic performance bonus portion.

Deal bonuses are a common and normal practice in business disposals across most countries including Australia and Southern Africa. The concept is generally based on a reward for achievement of specific and agreed goals, that are outside of the normal business activities, within the corporate environment. The plan and strategy to uplift value in relation to the SG Fleet shareholding was conceived and presented by the Super Group CEO in January 2024.The disposal of the SG Fleet shareholding was concluded in principle after extensive negotiations in December 2024 and resulted in the Group receiving sale proceeds of R7.47 billion on 30 April 2025. A special dividend of R5.54 billion (R16.30 per ordinary share) was distributed to shareholders in June 2025 and a further amount of R1.96 billion was allocated to debt reduction across the Group.

The Remco, with the endorsement of the Board, awarded a deal bonus amounting to 0.25% of the SG Fleet realisation to the Executive directors of Super Group. The award required that these executives invest the post taxation value of these awards in the direct purchase of Super Group Ltd ordinary shares. Details of the individual awards are provided on page 21 of this report.

The annual targets and bonus achievement splits for Executive Directors

Guaranteed	Short-term incentives		Long-term incentives
Cash-based remuneration	Variable bonus		CSP
Paid monthly	Paid annually		Shares awarded annually
	100% of TGP (at target)		100% of TGP (at target)
Includes:		Target	Objectives:
• Basic salary		bonusachievement	Align Executive Directors with shareholder interests.
• Medical healthcare scheme	Targets	%	Retain key strategic and industry-critical executives.
• Car and travel benefits	HEPS growth ≥10%	45.0	Target:
Three forms of increase:	RNOA ≥ WACC plus 30%	45.0	The award is measured over a three-year period and
• Performance-based	Individual strategic KPIs	10.0	the criteria applied are growth in HEPS ≥ GDP plus CPI
• Merit	Targets	100.0	plus 1% compounded, RNOA ≥ WACC plus 20% andindividual strategic KPIs.
• Adjustment to bring inline with comparative			Out-performance:
companies			HEPS growth above GDP plus CPI plus 3%compounded, RNOA greater than WACC plus 44%and individual strategic KPIs.

The annual targets and bonus achievement splits for Senior Executives

Guaranteed	Short-term incentives		Long-term incentives
Cash-based remuneration	Variable bonus		CSP
Paid monthly	Paid annually		Shares awarded annually
	100% of TGP (at target)		50% to 100% of TGP (at target)
Includes:		Target	Objectives:
• Basic salary		bonusachievement	Align management with shareholder interests.
• Medical healthcare scheme	Targets	%	Retain key industry critical management.
• Car and travel benefits	Profit before tax growth ≥10%	60.0	Target:
Three forms of increase:	RNOA ≥ WACC plus 30%	30.0	The award is measured over a three-year period and
• Performance-based	Individual strategic KPIs	10.0	the criteria applied are growth in HEPS ≥ GDP plus CPI
• Merit	Targets	100.0	plus 1% compounded, RNOA ≥ WACC plus 20% andindividual strategic KPIs.
• Adjustment to bring inline with comparative			Out-performance:
companies			HEPS growth above GDP plus CPI plus 3%compounded, RNOA greater than WACC plus 44%and individual strategic KPIs.

Bonuses are not earned should the HEPS or profit before taxation growth be less than 50.0% of the target growth of 10.0% on both measures. A pro-rata bonus is paid for growth achievements on these measures which ranges between the 5.0% threshold and the maximum level of 15.0%. The accrual between threshold and the maximum level is linear, with the target growth being 10.0%. In the case of out-performance levels being achieved, the maximum STI level of 150% of TGP have been retained for both the Chief Executive and Chief Financial Executive levels.

In the case of the RNOA bonus element, the bonus threshold is at WACC, and this bonus element maximises at the 40% premium to WACC. The accrual between threshold of WACC and the target 30% premium level is linear. Similarly, the accrual over the target to a maximum RNOA of WACC plus a premium of 40% is linear.

Certain employees receive a bonus equivalent to approximately one month's salary provided the Group has met its operational and performance targets.

Long-term incentives

The Group's LTI programme previously included the SARS and DSP schemes. Senior managers within the Group have previously been eligible to participate in the SARS. The DSP aimed to retain highly skilled employees critical to the longer-term strategy and success of the Group. The DSP essentially deferred an element of incentive remuneration to assist in the long-term retention of critical management.

Share appreciation rights scheme

The SARS scheme supported the principle of aligning management and shareholder interests.

The historic performance condition governing the vesting of the SARS rights were intended to be challenging. In accordance with prior shareholder approvals, the performance condition requirement was an increase in HEPS by 2.0% per annum above the CPI index over the three-year performance period following the award.

The Remco and Board discontinued the SARS scheme grants effective from December 2023 and details of historic awards are shown on page 23.

Deferred share plan

The DSP was historically structured to form an integral element within the Group's overall incentive plan. The DSP structure and rules regulated the long-term portion of the Group's incentive strategy. The DSP scheme provided for the right to delivery of a quantum of shares after deduction of taxation in relation to such award.

The Remco applied a four-year total vesting period to the award. The award being essentially a deferred bonus scheme, paid in the form of Super Group ordinary shares. At the vesting date, eligible employees are entitled to retain the DSP shares against payment of the relevant taxation.

The DSP scheme was also discontinued with effect from December 2023 and the existing awards will continue to be released over the relevant periods applicable to the historic awards. Details of the DSP awards still to vest are on page 24.

Conditional share purchase

The historic SARS and DSP schemes have been replaced by the CSP scheme to be implemented during the year ending 30 June 2026.

The LTI participation is limited to executives, senior management and key employees who have a direct and significant impact on the strategy and financial performance of the Group. The LTI awards issued subsequent to 30 June 2025 are aligned to market benchmarks expressed as a percentage of TGP (at target), to ensure the quantum of awards is competitive after considering the affordability thereof to the Group.

The CSP is subject to prospective performance conditions measured over a period of three financial years. In conformity with shareholder preferences, the measures to evaluate long-term performance are strongly financially orientated.

The value of CSP awards vary between 25% and 100% of TGP (at target). The performance levels as recommended by King IV of threshold, target and stretch performance apply to all measures. Vesting levels commence at 20% for threshold performance and increase to 100% at stretch performance. The vesting is linear between these two parameters. Objective performance targets set for the following metrics:

	Threshold	Target	Stretch
HEPS Growth(40%)	GDP + CPI	GDP + CPI + 1%	GDP + CPI + 3%
RNOA (30%)	WACC	WACC x 1.2	WACC x 1.44
Strategicexecution andinnovation(20%)		Qualitative assessment of the Group's successin delivering its core strategic objectives
ESGmeasures(10%)		Measured against defined ESG indicators

The CSP awards do not include dividends paid to shareholders during the three-year vesting period.

Remuneration mix and pay for performance analysis

The remuneration mix is reviewed annually as an integral element of comparator benchmarking and to ensure the Group remains competitive in terms of market benchmarks.

The graphs below set out the potential remuneration mix for Executive Directors and senior executives with incentives indicated at below threshold, at-target and the maximum levels of stretch or out-performance.

Remuneration mix and potential pay levels applicable for the year ended 30 June 2025

Below threshold (R'000)

At targeted performance (R'000)

At maximum stretch or out-performance (R'000)

* All values are before the deduction of income taxation.

** STIs are calculated as a percentage of TGP.

Competitive and fair remuneration

Super Group continues to focus on the motivation and retention of excellent management and a highly skilled organisational workforce. The commitment to both competitive and fair pay is outlined against the framework outlined below.

The Remco is confident that remuneration levels within Super Group are fair, free of discrimination, transparent and compare favourably with the market in South Africa and in the other countries where the Group operates.

Malus and clawback

Malus applies to awards that have not yet vested, and where required, these will be cancelled. Clawback applies once an event occurs that triggers the repayment of the award. The clawback applies for two years after the discretionary incentive payment is made, or in the case of share schemes, two years after the awards have vested.

If performance conditions are not satisfied, both STI and LTI allocations are forfeited. Remco has the discretion to claw back the pre-tax proceeds of any individual strategic payment received by employees in the case of a trigger event.

A trigger event includes the discovery of the following, among others:

A material misstatement of performance that resulted in a variable reward made, which the Board is satisfied that the employee contributed to and for which the employee is responsible.
The assessment of any KPI upon which the award was made was based on erroneous, inaccurate or misleading information.
Performance related to financial and non-financial targets was misrepresented and led to the over-payment of incentives.

Directors' trading in company securities

All directors are required to obtain clearance prior to trading in Company securities. Such clearance must be obtained from the Chairperson or, in his absence, from a designated director. The Chairperson consults the Group CEO and Group Company Secretary before he trades in the Company's securities.

Directors are required to inform their portfolio/investment managers not to trade in the Company's securities unless they have specific written instructions from that director to do so. Directors also may not trade in their shares during closed periods.

Directors are further prohibited from dealing in the Company's shares at any time when they have unpublished price-sensitive information in relation to those securities, or otherwise where clearance to trade is not given.

Directors' service contracts

Peter Mountford, the Group CEO, has a written letter of appointment which endures indefinitely and is subject to termination on three months' notice.

Colin Brown, the Group CFO and Debt Officer, has a written letter of appointment which endures indefinitely and is also subject to termination on three months' notice.

Both executives have change of control clauses included in their letters of appointment.

The contractual relationship between the Company and its Executive Directors is controlled through Remco, which comprises Non-Executive Directors only. These contracts are formulated in a manner consistent with the provisions of the Basic Conditions of Employment Act.

There is a shorter notice period for executives dismissed following the results of disciplinary proceedings.

There are no contracted balloon payments payable to executives upon termination.

Interest of directors in contracts

The directors have certified that they were not materially invested in or held a material interest in any transaction of material significance, and which significantly affected the business of the Group, the Company or any of its subsidiaries. Accordingly, there are no conflicts of interest and no material changes between 30 June 2025 and the date of this report.

Section B: Directors' and executives' remuneration implementation report

This section reflects on the implementation of the remuneration policy and provides details of the remuneration paid to executives and Non-Executive Directors for the year ended 30 June 2025.

Compliance with the remuneration policy

Remco monitored the implementation of the remuneration policy throughout the year and believes that the Group materially complied with the policy as set out in the 2024 Integrated Report.

Executive Directors' remuneration, STI allocations

The achievement of STI targets for Executive Directors for the year to June 2025 were as follows:

		Group CEO				Group CFO
Bonus criteria	Actualachieved%	Bonusweighting%	Bonusachieved%	BonusachievedR	Bonuschange toprior year%	Bonusweighting%	Bonusachieved%	BonusachievedR	Bonuschange toprior year%
HEPS growth ≥15.0%RNOA ≥ WACC + 30%	(1.2)	45.0	–	–	(100.0)	45.0	–	–	(100.0)
premium = 11.2%Individual strategic KPIs	6.5100.0	45.010.0	–10.0	–1 150 000	(100.0)11.8	45.010.0	–10.0	–570 000	(100.0)14.4
Total		100.0	10.0	1 150 000	(83.0)	100.0	10.0	570 000	(82.7)

The Group CEO's individual strategic KPIs include the implementation of strategic initiatives, optimisation of under-performing business units, B-BBEE rating of South African businesses, new business generation, renewal rates on existing customers as well as environmental and social initiatives.

The Group CFO's individual strategic KPIs include quality of financial reporting, management of bond and other interest rates, corporate governance and tax compliance, audit performance and management of bank and corporate sponsorship relationships.

	Group CEO
KPI	Weight	2025Actual %Achieved	Weight	2024Actual %Achieved
B-BBEE: Retention of theLevel 2 plus value-add onrevised ScorecardNew business generated> 5% of turnover. Actual	25.0	2.5	25.0	2.5
achieved 11.9% (2024:7.1%)	25.0	2.5	25.0	2.5
Contract renewal rate> 85%. Actual rateachieved 98.7% (2024:94.9%)	25.0	2.5	20.0	2.0
Strategic execution,including achieving ESG,training, CSI and gendertargets	25.0	2.5	30.0	3.0
Total	100.0	10.0	100.0	10.0

		Group CFO
KPI	Weight	2025Actual %Achieved	Weight	2024Actual %Achieved
Quality of financialreporting and auditprocess and review
outcomes	40.0	4.0	40.0	4.0
Management of Bondand other interest ratesCorporate Governancestandards and reportingTaxation complianceand Group submissions	40.0	4.0	40.0	4.0
across all jurisdictions	20.0	2.0	20.0	2.0
Total	100.0	10.0	100.0	10.0

Annual remuneration (excluding equity awards) of directors and senior executives for the year ended 30 June 2025:

	BasicsalaryR	Subsidiarydirectors'feesR	RetirementcontributionsR	Othermaterialbenefits1R	Total excl.performanceR	Performancebonus3R	SG FleetTransactionbonus4R	TotaltaxableR
Executive Directors2P MountfordC Brown	9 115 0375 120 433	1 320 842–	349 999349 999	645 599250 112	11 431 4775 720 544	1 150 000570 000	14 456 7504 318 250	27 038 22710 608 794
Total	14 235 470	1 320 842	699 998	895 711	17 152 021	1 720 000	18 775 000	37 647 021
Senior executivesB MakubaloP SmithG Watson	2 952 2183 617 5403 529 311	–––	405 750343 800519 600	472 032574 660251 089	3 830 0004 536 0004 300 000	3 830 0004 536 0002 150 000	–––	7 660 0009 072 0006 450 000
Total	10 099 069	–	1 269 150	1 297 781	12 666 000	10 516 000	–	23 182 000
Total	24 334 539	1 320 842	1 969 148	2 193 492	29 818 021	12 236 000	18 775 000	60 829 021

1 Other material benefits include entitlement to fuel, cover on the Group's medical healthcare and disability scheme, funeral benefits and travel allowances. These benefits are granted on similar terms to other senior executives.

2 As detailed on page 12 of this report, in order to address TGP misalignment and ensure competitive and market-related remuneration, the Remco approved TGP increases 11.1% and 14.9% for the CEO and CFO respectively.

3 Performance bonuses reflect the amounts awarded for the 30 June 2025 financial and operational performance.

4 A transaction bonus amounting to 0.25% of the gross amount received in relation to the sale of SG Fleet was paid to the executive directors as detailed in the above analysis. The post taxation amounts hereof being to the value of R7 951 212 in the case of Mr P Mountford and R2 375 037 for Mr C Brown were required to be invested in Super Group Ltd Shares as detailed on page 14.

Annual remuneration (excluding equity awards) of directors and senior executives for the year ended 30 June 2024:

	BasicsalaryR	Subsidiarydirectors'feesR	RetirementcontributionsR	Othermaterialbenefits1R	Total excl.performanceR	Performancebonus2R	TotaltaxableR
Executive DirectorsP Mountford	7 823 773	1 559 827	349 999	556 061	10 289 660	6 750 000	17 039 660
C Brown	4 407 151	–	349 999	223 683	4 980 833	3 300 000	8 280 833
Total	12 230 924	1 559 827	699 998	779 744	15 270 493	10 050 000	25 320 493
Senior executives
B Makubalo	2 865 997	–	321 750	448 253	3 636 000	3 636 000	7 272 000
P Smith	3 569 886	–	326 325	406 789	4 303 000	4 303 000	8 606 000
G Watson	3 150 644	–	466 560	240 796	3 858 000	2 300 000	6 158 000
Total	9 586 527	–	1 114 635	1 095 838	11 797 000	10 239 000	22 036 000
Total	21 817 451	1 559 827	1 814 633	1 875 582	27 067 493	20 289 000	47 356 493

2 The performance bonus reflects the amounts awarded for the 30 June 2024 financial and operational performance.

Non-Executive Directors' fees

Non-Executive Directors receive fixed fees for their service that reflect responsibilities relating to their membership of the Board and, where applicable, Board committees. Non-Executive Directors do not receive short-term or long-term incentives. Out-of-pocket expenses incurred by Non-Executive Directors in the execution of their responsibilities are reimbursed on request and typically include travel and accommodation costs.

The fees of Non-Executive Directors are reviewed annually considering market trends, and proposed changes are subject to approval by shareholders at the AGM.

The fees paid to Non-Executive Directors were approved by Remco, the Board and shareholders at the AGM on 29 November 2024.

An inflationary increase of 3.84% (rounded to the nearest R500) is proposed in respect of directors' fees for the period 1 July 2025 to 30 June 2026 and 3.84% for the Chairman's fees for the same period.

	MeetingattendanceR	Fixeddirectors'fees includingallowancesR	Year ended30 June 2025(excl. VAT)R	Year ended30 June 2024(excl. VAT)R

V Chitalu	344 313	950 826	1 295 139	1 173 661
D Cathrall	593 909	511 984	1 105 893	1 056 019
S Mehlomakulu	138 367	511 984	650 351	592 228
P Mnisi	277 071	511 984	789 055	739 924
J Phalane	290 550	511 984	802 534	752 724
Total	1 644 210	2 998 762	4 642 972	4 314 556

Interests of directors in the share capital of Super Group

The aggregate beneficial holdings of the directors of the Company and their immediate families in the issued ordinary shares of the Company are as follows:

Number of shares held

	30 June 2025				30 June 2024
Beneficial	Direct	DSP	Total	Direct	DSP	Total
P MountfordC Brown	1 421 588729 778	695 607315 671	2 117 1951 045 449	640 896307 736	1 012 660461 085	1 653 556768 821
Total	2 151 366	1 011 278	3 162 644	948 632	1 473 745	2 422 377

Approval

The Remuneration report was approved by the Board of directors of Super Group and is signed on their behalf.

Appendix A

Executive Directors and senior executives' SARS

The scheme is discontinued from December 2023.

Analysis of directors and senior executives' share option entitlements as at 30 June 2025:

	Allocationdate	Strike priceR	Balance at01/07/2024	Awarded	Exercised	Forfeited	Balance at30/06/2025	Share-basedpaymentexpenses(SARS)2025R
ExecutiveDirectors
P Mountford	08/09/2022	27.85	400 000	–	–	(400 000)	–
	14/09/2023	32.68	350 000	–	–	–	350 000
Total			750 000	–	–	(400 000)	350 000	852 021
C Brown	08/09/2022	27.85	200 000	–	–	(200 000)	–
	14/09/2023	32.68	170 000	–	–	–	170 000
Total			370 000	–	–	(200 000)	170 000	413 839
Senior executives
B Makubalo	08/09/2022	27.85	200 000	–	–	(200 000)	–
	14/09/2023	32.68	170 000	–	–	–	170 000
Total			370 000	–	–	(200 000)	170 000	413 839
P Smith	08/09/2022	27.85	200 000	-	–	(200 000)	–
	14/09/2023	32.68	170 000	–	–	–	170 000
Total			370 000	–	–	(200 000)	170 000	413 839
G Watson	08/09/2022	27.85	200 000	–	–	(200 000)	–
	14/09/2023	32.68	170 000	–	–	–	170 000
Total			370 000	–	–	(200 000)	170 000	413 839
Total			2 230 000	–	–	(1 200 000)	1 030 000	2 507 377

Appendix B

Deferred share plan

The scheme is discontinued from December 2023.

Analysis of directors and senior executives' DSP awards as at 30 June 2025:

	Allocationdate	PurchasepriceR	Balance at01/07/2024	Sharesawarded	Sharesvested	Shares notvested30/06/2025	Share-basedpaymentexpenses(DSP)2025R
Executive Directors
P Mountford	29/09/2020	19.98	82 000	–	(41 000)	41 000
	31/08/2021	31.05	165 000	–	(55 000)	110 000
	09/09/2022	28.27	355 657	–	(118 552)	237 105
	30/08/2023	35.12	410 003	–	(102 501)	307 502
Total			1 012 660	–	(317 053)	695 607	7 812 388
C Brown	29/09/2020	19.98	40 000	–	(20 000)	20 000
	31/08/2021	31.05	72 000	–	(24 000)	48 000
	09/09/2022	28.27	169 709	–	(56 570)	113 139
	30/08/2023	35.12	179 376	–	(44 844)	134 532
Total			461 085	–	(145 414)	315 671	3 516 378
Senior executives
B Makubalo	29/09/2020	19.98	16 000	–	(8 000)	8 000
	31/08/2021	31.05	60 000	–	(20 000)	40 000
	09/09/2022	28.27	79 601	–	(26 534)	53 067
	30/08/2023	35.12	97 660	–	(24 415)	73 245
Total			253 261	–	(78 949)	174 312	1 927 779
P Smith	29/09/2020	19.98	16 000	–	(8 000)	8 000
	31/08/2021	31.05	72 000	–	(24 000)	48 000
	09/09/2022	28.27	119 402	–	(39 800)	79 602
	30/08/2023	35.12	115 598	–	(28 900)	86 698
Total			323 000	–	(100 700)	222 300	2 437 447
G Watson	29/09/2020	19.98	16 000	–	(8 000)	8 000
	31/08/2021	31.05	60 000	–	(20 000)	40 000
	09/09/2022	28.27	91 064	–	(30 354)	60 710
	30/08/2023	35.12	103 640	–	(25 910)	77 730
Total			270 704	–	(84 264)	186 440	2 332 949
Total			2 320 710	–	(726 380)	1 594 330	18 026 941

Summarised financial results

Independent auditor's report on the summarised consolidatedfinancial statements	26
Basis of preparation and accounting policies	27
Summarised consolidated statement of comprehensive income	28
Summarised consolidated statement of financial position	30
Summarised consolidated statement of cash flows	31
Summarised consolidated statement of changes in equity	32
Operating segments	34
Business combinations	38
Salient features	39

Independent auditor's report on the summarised consolidated financial statements

To the shareholders of Super Group Limited

Opinion

The summarised consolidated financial statements, which comprise the summarised consolidated statement of financial position as at 30 June 2025, the summarised consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated cash flows for the year then ended, and related notes, are derived from the audited financial statements of Super Group Limited ("the Group") for the year ended 30 June 2025.

In our opinion, the accompanying summarised consolidated financial statements are consistent, in all material respects, with the audited financial statements, in accordance with the basis of preparation and accounting policies note to the summarised consolidated financial statements, and the requirements of the Companies Act of South Africa, as applicable to summarised consolidated financial statements.

The summarised consolidated financial statements do not contain all the disclosures required by IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). Reading the summarised consolidated financial statements and our report thereon, therefore, is not a substitute for reading the audited financial statements and our report thereon. The summarised consolidated financial statements and the audited financial statements do not reflect the effects of events that occurred subsequent to that date of our report on the audited financial statements.

We expressed an unmodified audit opinion on the audited financial statements in our report dated 8 September 2025. That report also includes the communication of key audit matters. Key audit matters are those matters that in our professional judgement, were of most significance in our audit of the financial statements for the current period.

Directors' responsibility for the summarised consolidated financial statements

Directors are responsible for the preparation of the summarised consolidated financial statements in accordance with the basis of preparation set out in the Basis of preparation and accounting policies section of the Summarised Consolidated Financial Statements.

Auditors' responsibility

Our responsibility is to express an opinion on whether the summarised consolidated financial statements are consistent, in all material respects, with the audited financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810 (Revised), "Engagements to Report on Summary Financial Statements."

KPMG Inc.

Per David Read Chartered Accountant (SA) Registered Auditor Director 8 September 2025 85 Empire Road Parktown 2193

Basis of preparation and accounting policies

The Summarised Consolidated Financial Statements for the year ended 30 June 2025 are prepared in accordance with the requirements of the JSE Limited (JSE) Listings Requirements and Debt and Specialist Securities Listings Requirements (JSE Listings Requirements) and the requirements of the Companies Act of South Africa. The JSE Listings Requirements require Summary Financial Statements to be prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by International Accounting Standards (IAS) 34 Interim Financial Reporting.

These Summarised Consolidated Financial Statements do not include all the information required for full financial statements and should be read in conjunction with the Consolidated Financial Statements for the year ended 30 June 2025. The financial statements for the year ended 30 June 2025 from which the summarised Consolidated Financial Statements have been extracted, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and are consistent with those applied in the previous consolidated financial statements for the year ended 30 June 2024. The definitions of capital items, PPA, EBITDA, and related adjustments are included in the accounting policies in the June 2024 Annual Financial Statements.

The Consolidated Financial Statements for the year ended 30 June 2025, which have been audited by KPMG Inc. (the independent Auditor), and their accompanying unmodified audit report, which includes their key audit matters, are available from the issuers registered office. The independent Auditor's Report on page 26, does not necessarily report on all information contained in the Summarised Financial Results for the year ended 30 June 2025.

https://supergroup.co.za/latest-results/

Shareholders and noteholders are therefore advised that in order to obtain a full understanding of the nature of the Auditor's engagement, they should obtain a copy of both the independent Auditor's Report together with the accompanying financial information from the issuers registered office.

Standards effective for reporting periods starting on or after 1 July 2025:

• Lack of exchangeability (Amendments to IAS 21)

Standards effective immediately upon issuance, when issued:

• International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12)

Effective for the financial year commencing 1 July 2026:

Classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7)
Settlement by electronic payments (Amendments to IFRS 9)

Effective for the financial year commencing 1 July 2027:

Presentation and disclosure in financial statements (IFRS 18)
Subsidiaries without Public Accountability: Disclosures (IFRS 19)

Standards effective at the option of the entity (effective date has been deferred indefinitely):

• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

The Board's initial view on these standards not yet effective is that the impact is not expected to be material. During the year, the Group has adopted all the new and revised standards issued by the International Accounting Standards Board that are relevant to its operations and effective for annual reporting periods beginning 1 July 2024. The adoption thereof did not have a material impact on the summarised consolidated financial statements.

The Summarised Consolidated Financial Statements are presented in Rand, which is the Company's functional currency and the Group's presentation currency, rounded to the nearest thousand.

The Consolidated Financial Statements and Summarised Consolidated Financial Statements have been compiled under the supervision of the Chief Financial Officer, Colin Brown, CA(SA), BCompt (Hons), MBL and were approved by the board of directors on 8 September 2025.

Summarised consolidated statement of comprehensive income

	Year ended30 June2025AuditedR'000	Year ended30 June2024Restated*R'000

Revenue (Refer to note 9 in salient features)	44 510 295	45 149 309
Operating expenditure – excluding capital items and impairment of receivablesOperating expenditure – net impairment of receivables	(40 699 434)(128 458)	(41 300 042)(76 026)
EBITDA	3 682 403	3 773 241
Depreciation and amortisation	(1 809 725)	(1 717 190)
Operating profit before capital items	1 872 678	2 056 051
Net capital items (Refer note 8 in salient features)	12 020	26 804
Operating profit after capital itemsFinance costs	1 884 698(1 185 777)	2 082 855(1 243 777)
Investment income	548 544	485 225
Profit before income tax	1 247 465	1 324 303
Income tax expense	(350 963)	(384 849)
Profit for the year from continuing operations	896 502	939 454
Profit/(loss) for the year from discontinued operations	3 488 202	(321 956)
Profit for the year	4 384 704	617 498
Profit/(loss) for the year attributable to:
Non-controlling interests (NCI)	350 855	574 025
– Continuing operations	93 075	104 819
– Discontinued operations	257 780	469 206
Equity holders of Super Group	4 033 849	43 473
– Continuing operations	803 427	834 635
– Discontinued operations	3 230 422	(791 162)
	4 384 704	617 498
Other comprehensive income (OCI)
Items which will be reclassified to profit or loss:	(799 132)	(1 197 473)
Translation adjustment	(799 132)	(1 197 473)
Items which will not be reclassified to profit or loss:	188 189	14 798
Revaluation of land and buildingsTaxation effect of revaluation of land and buildings	246 480(58 291)	25 581(10 783)
Other comprehensive income for the year from continuing operations	(610 943)	(1 182 675)
Other comprehensive income for the year from discontinued operations	(382 226)	457 701
Other comprehensive income for the year (net of tax)	(993 169)	(724 974)
Total comprehensive income for the year	3 391 535	(107 476)
Total comprehensive income for the year attributable to:
Non-controlling interests	181 876	342 909
– Continuing operations	140 093	(145 364)
– Discontinued operations	41 783	488 273
Equity holders of Super Group	3 209 659	(450 385)
– Continuing operations	145 466	(150 622)
– Discontinued operations	3 064 193	(299 763)

Total comprehensive income for the year	3 391 535	(107 476)

* Restated for the impact of the discontinued operations.

Summarised consolidated statement of comprehensive income (continued)

	Year ended30 June	Year ended30 June
	2025AuditedR'000	2024Restated*R'000
ADDITIONAL COMPREHENSIVE INCOME INFORMATIONReconciliation of headline earnings (continuing operations)
Profit attributable to equity holders of Super GroupCapital loss/(profit) after tax and NCI (Refer to note 8 in salient features)	803 4278 958	834 635(15 461)
Headline earnings for the year	812 385	819 174
Earnings per share (cents)
BasicDiluted	237.2237.1	247.3247.3
Headline earnings per share (cents)BasicDiluted	239.8239.8	242.7242.7
Reconciliation of headline earnings (total including discontinued operations)
Profit attributable to equity holders of Super GroupCapital (profit)/loss after tax and NCI	4 033 849(2 521 873)	43 4731 150 434
Headline earnings for the year	1 511 976	1 193 907
Earnings per share (cents)
BasicDiluted	1 190.81 190.5	12.912.9
Headline earnings per share (cents)BasicDiluted	446.3446.2	353.8353.7

Summarised consolidated statement of financial position

	30 June2025AuditedR'000	30 June2024AuditedR'000
ASSETSNon-current assets	19 439 389	44 056 712
Property, plant and equipmentROU assetsInvestment propertiesLease portfolio assetsIntangible assetsGoodwillInvestments and other non-current assetsDeferred tax assets	11 669 7001 487 503192 1331 638 834491 6583 483 757381 20194 603	11 003 1942 250 334173 65717 954 0511 842 52810 349 992343 971138 985
Current assets	19 088 906	32 838 806
Lease portfolio assetsInventoriesTrade receivablesSundry receivablesAssets held-for-sale1Cash and cash equivalents	20 6734 961 7964 572 3022 287 3991 966 8535 279 883	7 249 7915 914 1028 098 8222 759 997–8 816 094
Total assets	38 528 295	76 895 518
EQUITY AND LIABILITIESCapital and reservesCapital and reserves attributable to equity holders of Super GroupNon-controlling interests	12 891 952501 433	14 529 7023 778 763
Total equity	13 393 385	18 308 465
Non-current liabilities	8 500 067	30 838 835
Fund reservesNon-controlling interest put options and other liabilitiesLease portfolio borrowingsROU lease liabilitiesInterest-bearing borrowingsProvisionsDeferred tax liabilities	42 037212 224309 0731 463 0685 413 492169 468890 705	1 243 625361 79514 448 8802 156 36010 390 892500 6321 736 651
Current liabilities	16 634 843	27 748 218
Non-controlling interest put option and other liabilityLease portfolio borrowingsROU lease liabilitiesInterest-bearing borrowingsTrade and other payablesShareholders for dividendsLiabilities directly associated with assets held-for-sale1	331 141298 860426 6502 012 98610 909 7441 6332 103 317	325 6947 248 219628 4331 689 18716 625 113––
Income tax payableProvisionsTotal equity and liabilities	49 788500 72438 528 295	458 692772 88076 895 518

1 Refer to note 10 in salient features.

Summarised consolidated statement of cash flows

	Year ended	Year ended
	30 June2025	30 June2024
	Audited	Restated1
	R'000	R'000

Cash flows from operating activitiesOperating cash flow	7 608 636	8 565 647
Working capital outflow	(4 245 637)	(7 862 785)
Lease portfolio assets working capital outflow	(4 735 896)	(6 939 747)
Other working capital inflow/(outflow)	490 259	(923 038)
Cash generated from operations	3 362 999	702 862
Finance costs paid	(2 615 751)	(2 558 700)
Interest received	1 421 170	1 291 696
Income tax paid	(204 223)	(414 213)
Net cash generated/(utilised) from operating activities	1 964 195	(978 355)
Cash flows from investing activities
Additions to property, plant and equipment	(2 638 490)	(2 803 949)
Additions to intangible assets	(118 617)	(145 408)
Proceeds on disposal of property, plant and equipment	754 193	624 014
Long-term receivable loan granted	(315 453)	(3 771)
Long-term receivable loan repaid	46 182	194 893
Disposal/(acquisition) of businesses (net of cash disposed and acquired)	3 882 801	(752 563)
Other investing activities	11 384	(31 121)
Net cash inflow/(outflow) from investing activities	1 622 000	(2 917 905)
Cash flows from financing activities
Cash outflow on shares repurchased	–	(82 251)
Additional investments in existing subsidiaries	(13 142)	(387 373)
Dividends paid1	(5 744 339)	(269 428)
Dividends paid to non-controlling interests1	(494 375)	(376 463)
Interest-bearing borrowings raisedROU lease liabilities repaid	3 982 700(660 257)	5 304 309(696 893)
Lease portfolio borrowings raised	8 509 207	6 574 984
Interest-bearing borrowings repaid	(6 863 990)	(4 691 252)
Lease portfolio borrowings repaid	(5 795 787)	(1 579 840)
Net cash (outflow)/inflow from financing activities	(7 079 983)	3 795 793
Net decrease in cash and cash equivalents	(3 493 788)	(100 467)
Cash and cash equivalents at beginning of the year	8 816 094	9 064 647
Effect of foreign exchange on cash and cash equivalents	25 154	(148 086)
Cash and cash equivalents at end of the year	5 347 460	8 816 094
Disposal group held for sale	67 577	–
Cash and cash equivalents at end of the year of continuing operations	5 279 883	8 816 094

1 Dividends paid have been moved from cash generated from operating activities to financing activities as this more accurately represents dividends to shareholders, regarded as the business' financiers.

Summarised consolidated statement of changes in equity

				Share		Non
	Stated	Other	Retained	buyback		controlling	Total
	capital	reserves	earnings	reserve	Total	interests	equity
	R'000	R'000	R'000	R'000	R'000	R'000	R'000

Balance at 30 June 2023 – Audited	3 004 052	3 045 557	9 673 519		(210 596) 15 512 532	4 057 495	19 570 027
Other comprehensive income	–	(493 858)	–	–	(493 858)	(231 116)	(724 974)
Translation adjustment	–	(385 784)	–	–	(385 784)	(124 087)	(509 871)
Effective portion of hedge	–	(175 532)	–	–	(175 532)	(152 899)	(328 431)
Tax effect of effective portion of hedge	–	52 660	–	–	52 660	45 870	98 530
Revaluation of land and buildings	–	25 581	–	–	25 581	–	25 581
Taxation effect of revaluation of land
and buildings	–	(10 783)	–	–	(10 783)	–	(10 783)
Profit for the year	–	–	43 473	–	43 473	574 025	617 498
Total comprehensive income for the
year	–	(493 858)	43 473	–	(450 385)	342 909	(107 476)
Transactions with shareholders
recognised directly in equity
Transfer from general reserves	–	(556 036)	556 036	–	–	–	–
Realisation of revaluation reserve through
depreciation	–	(288)	288	–	–	–	–
Shares repurchased	(34 501)	–	–	–	(34 501)	–	(34 501)
Share repurchase expenses	(129)	–	–	–	(129)	–	(129)
Treasury shares repurchased from
subsidiaries and cancelled	(183 704)	–	–	183 704	–	–	–
Other movement in treasury shares	–	–	–	163 910	163 910	–	163 910
Share-based payment reserve movement	–	–	51 788	–	51 788	29 345	81 133
Share options exercised – South Africa
and SG Fleet	–	–	(270 126)	–	(270 126)	(49 912)	(320 038)
NCI put options movement	–	–	(115 655)	–	(115 655)	–	(115 655)
Dividends paid	–	–	(269 428)	–	(269 428)	(376 463)	(645 891)
Deferred tax recorded directly in equity
on movement in options	–	–	23 325	–	23 325	–	23 325
Acquisition – AMCO	–	–	–	–	–	33 324	33 324
Acquisition – RSU	–	–	–	–	–	47 809	47 809
Transactions with equity partners –
Lieben	–	–	(112 572)	–	(112 572)	(27 122)	(139 694)
Transactions with equity partners –
SG Coal	–	–	36 479	–	36 479	(260 270)	(223 791)
Transactions with equity partners –
SG Fleet	–	–	(10 188)	–	(10 188)	(24 021)	(34 209)
Transactions with equity partners –
inTime	–	–	4 652	–	4 652	(5 152)	(500)
Transactions with equity partners –
GLS Middle East	–	–	–	–	–	10 821	10 821

Summarised consolidated statement of changes in equity (continued)

				Share		Non
	Stated	Other	Retained	buyback		controlling	Total
	capital	reserves	earnings	reserve	Total	interests	equity
	R'000	R'000	R'000	R'000	R'000	R'000	R'000
Balance at 30 June 2024 – Audited	2 785 718	1 995 375	9 611 591	137 018	14 529 702	3 778 763	18 308 465
Other comprehensive income	–	(1 211 241)	387 051	–	(824 190)	(168 979)	(993 169)
Translation adjustment	–	(861 544)	–	–	(861 544)	(38 301)	(899 845)
Effective portion of hedge	–	(215 478)	–	–	(215 478)	(186 683)	(402 161)
Tax effect of effective portion of hedge	–	64 643	–	–	64 643	56 005	120 648
Revaluation of land and buildings	–	246 480	–	–	246 480	–	246 480
Taxation effect of revaluation of land and
buildings	–	(58 291)	–	–	(58 291)	–	(58 291)
Reclassification of cash flow hedge
reserve to profit or loss	–	99 676	(99 676)	–	–	–	–
Reclassification of foreign currency
translation reserve to profit or loss	–	(486 727)	486 727	–	–	–	–
Profit for the year	–	–	4 033 849	–	4 033 849	350 855	4 384 704
Total comprehensive income for the
year	–	(1 211 241)	4 420 900	–	3 209 659	181 876	3 391 535
Transactions with shareholders
recognised directly in equity
Realisation of revaluation reserve through
depreciation	–	(787)	787	–	–	–	–
Other movement in treasury shares	–	–	–	1 631	1 631	–	1 631
Share-based payment reserve movement	–	–	101 124	–	101 124	56 491	157 615
Share options exercised – South Africa
and SG Fleet	–	–	(53 788)	–	(53 788)	(22 528)	(76 316)
NCI put options movement	–	–	(58 466)	–	(58 466)	–	(58 466)
Dividends paid	–	–	(5 745 972)	–	(5 745 972)	(494 375)	(6 240 347)
Deferred tax recorded directly in equity on
movement in options	–	–	1 800	–	1 800	–	1 800
Disposal of SG Fleet	–	–	–	–	–	(3 001 473)	(3 001 473)
Transactions with equity partners –
Bluefin1	–	–	895 799	–	895 799	–	895 799
Transactions with equity partners – inTime	–	–	10 463	–	10 463	2 679	13 142
Balance at 30 June 2025 – Audited	2 785 718	783 347	9 184 238	138 649	12 891 952	501 433	13 393 385

1 Includes the share buyback with Bluefin.

Operating segments

	Super Group		Supply Chain Africa		Supply Chain Europe		Fleet Africa
	Yearended30 June2025AuditedR'000	Yearended30 June2024Restated*R'000	Yearended30 June2025AuditedR'000	Yearended30 June2024Restated*R'000	Yearended30 June2025AuditedR'000	Yearended30 June2024Restated*R'000	Yearended30 June2025AuditedR'000	Yearended30 June2024AuditedR'000
Revenue	44 510 295	45 149 309	17 129 190	17 323 782	3 507 460	3 510 672	1 240 257	1 130 221
South Africa	28 499 368	28 565 329	16 671 924	16 707 025	–	–	1 177 414	1 073 722
United Kingdom	13 255 362	13 731 133	–	–	1 280 968	1 335 979	–	–
Europe	2 226 492	2 174 693	–	–	2 226 492	2 174 693	–	–
Africa and other	529 073	678 154	457 266	616 757	–	–	62 843	56 499
Depreciation andamortisationOperating expenditure –	(1 809 725)	(1 717 190)	(1 121 403)	(1 035 332)	(164 562)	(180 370)	(252 077)	(254 104)
excluding capital items	(40 827 892)	(41 376 068)	(14 919 198)	(15 110 135)	(3 346 898)	(3 337 033)	(702 120)	(619 426)
Cost of sales	(32 905 971)	(33 787 931)	(10 249 100)	(10 602 177)	(2 333 884)	(2 375 290)	(445 701)	(453 421)
Employee benefit costs	(4 862 630)	(4 551 936)	(2 351 355)	(2 169 665)	(681 461)	(641 749)	(73 650)	(85 604)
Other operating
expenditure	(3 059 291)	(3 036 201)	(2 318 743)	(2 338 293)	(331 553)	(319 994)	(182 769)	(80 401)
Operating profit/(loss)
before capital items	1 872 678	2 056 051	1 088 589	1 178 315	(4 000)	(6 731)	286 060	256 691
Operating expenditure –capital items	12 020	26 804	64 436	31 250	(46 941)	656	–	–
Operating profit after
capital items	1 884 698	2 082 855	1 153 025	1 209 565	(50 941)	(6 075)	286 060	256 691
Net finance (costs)/income	(637 233)	(758 552)	(287 782)	(287 642)	(83 796)	(93 667)	16 004	8 420
Profit/(loss) before tax	1 247 465	1 324 303	865 243	921 923	(134 737)	(99 742)	302 064	265 111
Net capex	1 807 417	2 004 283	1 417 056	1 721 258	21 025	60 016	1 587	472
South Africa	1 635 274	1 788 906
United Kingdom	116 503	110 241
Europe	6 194	28 915
Africa and other	49 446	76 221

* Restated for the impact of discontinued operations.

				Services and
	Dealerships SA		Dealerships UK		intercompany eliminations
Year	Year	Year	Year	Year	Year
ended	ended	ended	ended	ended	ended
30 June	30 June	30 June	30 June	30 June	30 June
2025	2024	2025	2024	2025	2024
Audited	Audited	Audited	Restated*	Audited	Restated*
R'000	R'000	R'000	R'000	R'000	R'000

10 649 103	10 784 137	11 974 394	12 395 154	9 891	5 343
10 649 103	10 784 137	–	–	927	445
–		–11974 394	12 395 154	–	–
–		––	–	–	–
–		––	–	8 964	4 898

(83 451)	(72 763)	(143 157)	(130 578)	(45 075)	(44 043)
(10 166 949)	(10 307 012)	(11 707 400)	(12 021 521)	14 673	19 059
(9 064 053)	(9 205 034)	(10 813 233)	(11 151 827)	–	(182)
(689 723)	(683 316)	(815 705)	(763 980)	(250 736)	(207 622)

(413 173)	(418 662)	(78 462)	(105 714)	265 409	226 863

398 703	404 362	123 837	243 055	(20 511)	(19 641)

(14 345)	(8 795)	(722)	(183)	9 592	3 876

384 358	395 567	123 115	242 872	(10 919)	(15 765)
(122 526)	(144 008)	(120 646)	(123 332)	(38 487)	(118 323)
261 832	251 559	2 469	119 540	(49 406)	(134 088)
64 818	51 006	101 768	79 140	201 163	92 391

Operating segments (continued)

	Super Group		Supply Chain Africa			Supply Chain Europe	Fleet Africa
	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000
ASSETS
Non-current assets
Property, plant and
equipmentROU assets	11 669 7001 487 503	11 003 1942 250 334	7 142 325504 919	6 530 348484 964	101 435375 288	349 047867 523	2 003–	1 461–
Investment properties	192 133	173 657	15 133	7 257	–	–	–	–
Lease portfolio assets	1 638 834	17 954 051	–	–	–	–	1 638 834	1 516 990
Intangible assetsGoodwill	491 6583 483 757	1 842 52810 349 992	223 4351 193 561	272 4621 195 753	229 322692 751	418 8221 287 544	–87 822	–87 822
Investments and other non
current assets	381 201	343 971	28 579	46 686	225 257	137 804	–	–
Current assetsLease portfolio assets	20 673	7 249 791	–	–	–	–	20 673	5 646
Inventories	4 961 796	5 914 102	417 327	467 365	–	1 967	24 536	17 442
Trade receivables	4 572 302	8 098 822	3 188 325	3 143 482	587 122	1 105 579	196 752	204 139
Sundry receivablesIntercompany trade	2 287 399	2 759 997	1 932 967	1 885 650	112 455	166 542	9 973	9 497
receivables	–	–	7 328	10 579	–	–	11 958	9 701
SEGMENT ASSETS1	31 186 956	67 940 439	14 653 899	14 044 546	2 323 630	4 334 828	1 992 551	1 852 698

South AfricaUnited Kingdom	21 106 4477 675 359	19 793 04110 003 525
Australia	–	29 803 433
Europe	1 122 082	3 110 016
New ZealandAfrica and other	–1 283 068	3 871 7321 358 692

LIABILITIES
Non-current liabilitiesFund reserves	42 037	1 243 625	–	–	–	–	42 037	51 615
Non-controlling interest
put option/s and other
liabilities	212 224	361 795	165 768	200 748	46 456	120 009	–	–
Lease portfolio borrowingsROU lease liabilities	309 0731 463 068	14 448 8802 156 360	–416 748	–360 642	–317 545	–945 679	309 073–	660 209–
Interest-bearing
borrowings	5 413 492	10 390 892	1 961 778	1 894 029	31 965	43 595	–	–
ProvisionsCurrent liabilities	169 468	500 632	94 456	80 915	–	–	–	–
Non-controlling interest
put option/s and other
liability/iesLease portfolio borrowings	331 141298 860	325 6947 248 219	331 141–	325 694–	––	––	–298 860	–195 099
ROU lease liabilities	426 650	628 433	158 967	194 091	125 606	225 352	–	–
Interest-bearing
borrowingsTrade and other payables	2 012 986	1 689 187	1 149 399	921 157	19 166	12 346	–	–
and provisions	11 410 468	17 397 993	3 937 127	3 524 928	654 806	1 191 876	238 887	237 266
Intercompany trade
payables	–	–	71 009	149 084	613	–	711	22 501
SEGMENT LIABILITIES2	22 089 467	56 391 710	8 286 393	7 651 288	1 196 157	2 538 857	889 568	1 166 690
South Africa	16 303 398	16 938 248
United Kingdom	4 505 711	6 690 832
Australia	–	27 605 771
EuropeNew Zealand	640 885–	1 900 8222 817 910
Africa and other	639 473	438 127

Net operating assets	17 786 867	26 082 408	10 083 598	9 680 061	973 834	2 137 622	1 711 041	1 541 427

1 Segment assets exclude deferred tax assets, cash and cash equivalents, and assets held-for-sale.

2 Segment liabilities exclude deferred tax liabilities, income tax payable, shareholders for dividends and liabilities associated with

assets held-for-sale.

SG Fleet			Dealerships SA		Dealerships UK		Services andintercompany eliminations
As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000	As at30 June2025AuditedR'000	As at30 June2024AuditedR'000


–––	147 393236 097–	1 552 320137 582–	1 359 906168 381–	1 649 888450 509–	1 606 886462 673–	1 221 72919 205177 000	1 008 15330 696166 400
–––	16 437 0611 095 4136 214 167	––359 464	––366 964	–15 2071 150 159	–21 2641 197 742	–23 694–	–34 567–
–	145 936	–	–	–	–	127 365	13 545
––	7 244 145528 418	–1 819 416	–1 844 266	–2 700 517	–3 054 644	––	––
––	3 266 325426 586	145 92516 442	123 31813 339	425 16899 491	230 186138 595	29 010116 071	25 793119 788
–	–	856	1 649	–	–	(20 142)	(21 929)
–	35 741 541	4 032 005	3 877 823	6 490 939	6 711 990	1 693 932	1 377 013


–	1 192 010	–	–	–	–	–	–

––	41 03813 788 671	––	––	––	––	––	––
–	168 808	196 892	229 547	515 427	429 713	16 456	21 971
––	3 663 268339 257	9 750–	––	–75 012	–80 460	3 409 999–	4 790 000–

––	–7 053 120	––	––	––	––	––	––
–	80 450	43 346	44 093	93 216	74 774	5 515	9 673
–	182	–	–	–	139 395	844 421	616 107
–	5 767 810	2 742 375	2 755 786	3 277 512	3 657 148	559 761	263 179
–	–	4 743	19 630	–	–	(77 076)	(191 215)
–	32 094 614	2 997 106	3 049 056	3 961 167	4 381 490	4 759 076	5 509 715

–	8 016 235	1 147 307	934 027	2 790 834	2 511 708	1 080 253	1 261 328

Business combinations

Acquisition of businesses (net of cash acquired)

The Group acquired CBW Holdings Limited (AMCO), Right-Side Up Distribution Proprietary Limited (RSU) and Haval Northcliff in the prior year.

There were no acquisitions of businesses in the current year.

Net profit on disposal of shareholding in subsidiary

SG Fleet was disclosed as a discontinued operation in the first half of the 2025 financial year.

Super Group successfully completed the sale of SG Fleet in the second half of the financial year, receiving proceeds of AUD641.37 million (R7.47 billion) on 30 April 2025.

	30 June2025R'000
Fair value of assets and liabilities at date of disposal
Assets
Property, plant and equipment	152 753
ROU assets	208 153
Intangible assets	981 359
Lease portfolio assets	25 499 776
Goodwill	6 165 110
Inventories	322 443
Trade receivablesSundry receivables	3 386 651452 112
Investments and other non-current assets	141 914
Cash and cash equivalents	3 440 489
	40 750 760
Liabilities
Fund reserves	1 591 824
Lease portfolio borrowings	23 540 620
Interest-bearing borrowings	1 958 510
ProvisionsDeferred tax liabilities	624 0521 022 455
Income tax payable	39 201
Trade and other payables	5 554 529
	34 331 191
Net value of subsidiary disposed	6 419 569
Less: Non-controlling interest	(3 001 473)
Translation adjustment	(362 595)
Profit on sale	4 267 789
Less: Cash on disposal	(3 440 489)
Cash inflow	3 882 801

	30 June2025
	R'000
Net costs on increase in existing shareholding in subsidiaries

Decrease in non-controlling interest	(2 679)
Effect of transactions between equity partners on equity	(10 463)
Cash outflow	(13 142)

During the year, the Group acquired the remaining 20% interest in TLT GmbH for R13.14 million, thereby increasing its shareholding to 100%.

Salient features

	30 June2025AuditedR'000	30 June2024AuditedR'000
Share statistics
Total issued less treasury shares ('000)	338 784	338 724
Weighted number of shares ('000)	338 748	337 460
Diluted weighted number of shares ('000)	338 830	337 542
Net asset value per share (cents)1	3 805.4	4 289.5
Net tangible asset value per share (cents)²	2 631.9	690.0

1 Net asset value per share is calculated as the capital and reserves attributable to equity shareholders of Super Group divided by the total issued less treasury shares.

2 Net tangible asset value per share is calculated as the capital and reserves attributable to equity shareholders of Super Group excluding goodwill and intangible assets divided by the total issued less treasury shares.

2. Capital commitments

Authorised capital commitments, excluding lease portfolio assets 2 211 552 2 204 020

Capital commitments will be funded from normal operating cash flows and the utilisation of existing borrowing facilities.

3. Related party transactions

The Group encourages its employees and key management to purchase goods and services from Group companies. These transactions are generally conducted on terms no more favourable than those entered into with third parties, although in some cases nominal discounts are granted. Transactions with key management personnel are conducted on similar terms. No abnormal or non-commercial credit terms are allowed, and no impairments were recognised in relation to any transactions with key management personnel during the year nor have they resulted in any non-performing debts at the end of the year. Similar policies are applied to key management personnel at subsidiary level who are not defined as key management personnel at Group level.

4. Subsequent events

The Group signed an agreement to sell the inTime group (excluding Ader) to Mutares SE & Co. KGaE, a listed private equity holding company headquartered in Munich, Germany. All conditions to the agreement were fulfilled subsequent to year end and the sale was concluded on 31 July 2025. The directors are not aware of other matters or circumstances arising subsequent to the reporting date up to the date of this report, which will require disclosure in these results.

5. Significant events

Commitment by the Group to dispose of certain businesses.

Super Group successfully completed the sale of SG Fleet in the second half of the financial year, receiving proceeds of AUD641.37 million (R7.47 billion) on 30 April 2025. Of this amount, R1.96 billion was allocated to debt reduction, with R800 million repaid by 30 June 2025 and the remaining R1.16 billion settled by the end of August 2025. A special dividend of R5.54 billion (R16.30 per ordinary share) was distributed to shareholders on 23 June 2025. SG Fleet has been classified as a discontinued operation in the current financial year.

In the United Kingdom (UK), Super Group exited its Suzuki dealerships and reclassified its Kia and Hyundai dealerships as held-for-sale during the second half of the financial year.

The inTime group (excluding Ader) has been classified as discontinued in the current financial year.

5. Significant events (continued)

Exchange rate movements

The Group operates in foreign countries which use currencies other than the presentation currency. The main currencies used in the Group's foreign operations are Australian Dollar, US Dollar, Euro, Pound Sterling and the New Zealand Dollar. The fluctuation of the Rand against these currencies has had an effect on the Group's financial statements and has resulted in a foreign currency translation adjustment of R899.8 million decreasing total equity.

The table below reflects the movement in the exchange rates from the prior year:

R'000

			30 June2025	30 June2024	%Change
Average currency rate to the South African Rand:Australian DollarUS DollarEuroPound SterlingNew Zealand Dollar			11.7618.1819.7623.5310.73	12.2518.7320.2423.5811.35	(4.0%)(2.9%)(2.4%)(0.2%)(5.5%)
Closing currency rate to the South African Rand:Australian DollarUS DollarEuroPound SterlingNew Zealand Dollar			11.6417.7020.8824.3310.80	12.1518.1819.4922.9911.09	(4.2%)(2.6%)7.1%5.8%(2.6%)
	Hierarchy
	Level 2	Level 3

R'000 Valuation technique

M.۰.	.

Fair valueProperty, plant andequipment – Land, buildingsand leasehold improvementsInvestment properties		4 663 681 External valuations are performed on the Group's properties at leastevery three years. The valuation model considers the present value of netcash flows to be generated from these properties, taking into accountexpected rental growth rate, void period, occupancy rate, lease incentivecosts such as rent-free periods and other costs not paid by tenants andthe rate per square metre allocated between showroom, workshop,
		display parking and parking. The expected net cash flows are discountedusing risk-adjusted discount rates. Among other factors, the discount rateestimation considers the quality of a building and its location (prime vssecondary), tenant credit quality and lease terms.
FEC liabilities	2 284	The fair values are based on broker quotes. Similar contracts are
FEC assets	589	traded in an active market and reflect the actual transactions insimilar instruments.
Interest rate swap receivables	7 854	The fair values are based on observable market rates. Similar contracts
Interest rate swap payables	24 946	are traded in an active market and reflect the actual transactionsin similar instruments. The valuation technique maximises the useof observable market data where it is available and relies as little aspossible on entity specific estimates.
RSC and Clean Tech putoption		94 732 This put option is calculated as the fair value determined by usingthe average audited profit after tax for the two years precedingthe put option exercise date at a price earnings multiple of6.4. The present value has been determined using a pre-taxdiscount rate of 9.5%. The put option can be exercised from1 February 2029.
RSU put options		71 037 These put options are calculated as the fair market value of theput shares determined at the commencement of the put period,and present valued using a pre-tax discount rate of 10.75%.The put options can be exercised from 1 September 2026 and1 September 2028.
AMCO put options		46 455 These put options are calculated as the fair value determined byusing the average audited EBITDA for the two years preceding theput option exercise notice date at a multiple of 6.74 reduced by theexpected net debt position at that date. The present value has beendetermined using a pre-tax discount rate of 10.5%. The put optionscan be exercised from 1 July 2026 and 1 July 2028.

The carrying value of all other financial instruments approximates the fair value of the financial instruments as at 30 June 2025.

6. Fair value (continued)

Movement in level 3 financial instruments measured at fair value

The following table shows a reconciliation from the opening to closing balances of level 3 financial instruments carried at fair value:

	Year ended30 June 2025AuditedR'000	Year ended30 June 2024AuditedR'000
Property, plant and equipment – Land, buildings and leasehold
improvements
Balance at beginning of yearNet additions	4 137 602420 527	3 950 543353 447
Acquisition of businesses	–	6 437
Disposal of businesses	(40 535)	–
Revaluation	246 480	25 581
Impairment	(63 360)	(3 760)
Transfer to assets held-for-sale	(43 897)	–
Other	6 864	(194 646)
Balance at end of year	4 663 681	4 137 602
Investment properties
Balance at beginning of year	173 657	162 200
Transfer from property, plant and equipment	–	7 257
Fair value adjustment recognised in profit or loss	17 843	4 200
Other	633	–
Balance at end of year	192 133	173 657
Put option liabilities
Balance at beginning of year	288 117	464 581
Movement of NCI liabilities in statement of changes in equity	(75 893)	115 655
Acquisition of businesses	–	219 664
Fair value adjustment	(80 247)	12 725
Put option exercised – Lieben Logistics	–	(111 715)
Foreign currency translation	4 354	(5 019)
Transition to level 1 fair value financial instruments	–	(292 119)
Balance at end of year	212 224	288 117

Sensitivity analysis:

Land and buildings

The estimated fair value would increase/(decrease) if:

Occupancy rate was higher/(lower), the rent-free years were (increased), the yield was lower/(higher) and rental growth was higher/(lower).

Put option liabilities

The significant assumption included in the fair value measurement of the liabilities relates to the projected earnings that is not observable in the market. The following table shows how the fair value of the liabilities would change if the earnings assumption was increased by 100bps:

	Fair valueR'000	Increase in liabilityR'000
RSC and Clean Tech put option	104 205	947
RSU put options	78 140	710
AMCO put options	50 740	428

	30 June2025AuditedR'000	30 June2024AuditedR'000
GoodwillThe table below reflects the movement in goodwill from the prior year:
Balance at beginning of yearAcquisition of businesses	10 349 992–	11 159 866747 204
ImpairmentsTranslation adjustmentDisposal of business	(776 621)75 496(6 165 110)	(1 204 429)(352 649)–
Balance at end of year	3 483 757	10 349 992
	Year ended30 June2025AuditedR'000	Year ended30 June2024Restated*R'000
Capital itemsCapital (profit)/losses before tax and non-controlling interest	(12 020)	(26 804)
Impairments of property, plant and equipmentImpairments of intangible assets	7 395–	3 760200
Impairments of goodwillProfit on disposal of property, plant and equipmentFair value adjustment to investment properties	54 370(55 942)(17 843)	7 000(33 564)(4 200)
Tax expense/(income) effect of capital items	16 421	8 716
Impairments of property, plant and equipmentImpairments of intangible assets	(1 997)–	(1 015)23
Profit on disposal of property, plant and equipmentFair value adjustment to investment properties	15 1213 297	8 932776
Non-controlling interest effect of capital items	4 557	2 627
Profit on disposal of property, plant and equipment	4 557	2 627
Capital loss/(profit) after tax and NCI	8 958	(15 461)

* Restated for the impact of discontinued operations.

	Year ended	Year ended
	30 June	30 June
	2025	2024
	Audited	Restated*
	R'000	R'000

Revenue
Continuing operationsSupply Chain Africa	17 129 190	17 323 782
Short haul transportation – Principal	8 138 536	7 976 707
Short haul transportation – Agent	1 550 328	1 506 255
Long haul transportation	1 918 253	2 112 994
Sale of goods	3 752 932	3 952 363
Warehouse services and other1	1 769 141	1 775 463
Supply Chain Europe2	3 507 460	3 510 672
Time critical delivery and courier services	3 424 383	3 508 708
Other	83 077	1 964
Dealerships3	22 623 497	23 179 291
Sale of vehicles and parts – Principal	21 320 727	21 873 921
Sale of vehicles – Agent	213 239	212 238
Servicing of vehicles	1 089 531	1 093 132
Fleet Solutions4	1 240 257	1 130 221
Vehicle risk income	263 513	282 507
Mobility services income	314 424	254 103
Additional products and services	112 679	113 007
Finance commissionRental and other income	32 165517 476	28 905451 699

Services	9 891	5 343
Other	9 891	5 343
	44 510 295	45 149 309
Discontinued operations5
Supply Chain Africa (TradeMaw)	38 727	64 770
Sale of goods	38 727	64 770
inTime (excluding Ader)	2 044 207	2 275 829
Time critical delivery and courier services	1 848 777	2 038 192
Other	195 430	237 637
Dealerships UK(Suzuki, Hyundai, Kia)	3 994 234	4 447 920
Sale of vehicles and parts – Principal	3 684 074	4 120 121
Servicing of vehicles	310 160	327 799
SG Fleet	11 591 705	12 961 206
Vehicle risk income	4 556 659	4 888 100
Mobility services income	1 875 671	2 194 179
Additional products and services	1 142 965	1 286 789
Finance commission	494 071	569 877
Rental and other income	3 522 339	4 022 261
	17 668 873	19 749 725
	62 179 168	64 899 034

* Restated for the impact of discontinued operations.

1 Warehouse services and other includes leasing of specialised software and commercial vehicles.

2 Comprises of AMCO and Ader.

3 Comprises of Dealerships SA and Dealerships UK.

4 Comprises of Fleet Africa.

5 Refer to note 10 for details of discontinued operations.

10. Discontinued operations

Super Group successfully completed the sale of SG Fleet in the second half of the financial year, receiving proceeds of AUD641.37 million (R7.47 billion) on 30 April 2025.

The inTime group (excluding Ader) has been disclosed as a discontinued operation at year end. The Group concluded the disposal at the end of July 2025. Accordingly, the assets and liabilities have been measured at fair value less costs to sell, determined with reference to the actual proceeds received on disposal. This resulted in a writedown of the carrying value to align with the final sale consideration.

In the United Kingdom, Super Group exited its Suzuki dealerships and reclassified its KIA and Hyundai dealerships as held for sale during the second half of the year. These dealerships have been measured at fair value less costs to sell. As part of this assessment, assets that are not expected to generate a recoverable value, including signage, leasehold improvements, and goodwill, were written down to nil. The remaining assets are carried at their estimated recoverable amounts.

During the year, the Group took the decision to close TradeMaw, a South African commodity trading business. TradeMaw has been measured at fair value less costs to sell. Given the nature of this business, the fair value was determined with reference to its net realisable asset position, being inventories and trade receivables less trade and other payables. This resulted in the carrying value being written down to the net book value of those assets.

At 30 June 2025, the disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:

	inTime1R'000	Dealerships UKR'000	TradeMawR'000	30 June2025TotalAuditedR'000
Assets
Property, plant and equipment	317 569	52 822	69	370 460
ROU assets	431 472	–	–	431 472
Intangible assets	179 267	–	–	179 267
Investments and other non-current
assets	100 991	–	–	100 991
Deferred tax assets	–	–	4 277	4 277
Inventories	1 097	422 440	11 936	435 473
Trade receivables	131 770	135 166	8 545	275 481
Sundry receivables	78 510	23 345	–	101 855
Cash and cash equivalents	87 443	(14 439)	(5 427)	67 577
Assets held-for-sale	1 328 119	619 334	19 400	1 966 853
Liabilities
Interest-bearing borrowings	200 823	–	–	200 823
Deferred tax liabilities	50 283	–	–	50 283
ROU lease liabilities	676 388	–	–	676 388
Trade and other payables	346 401	800 455	2 338	1 149 194
Income tax payable	(9)	(1)	(359)	(369)
Provisions	26 998	–	–	26 998
Liabilities directly associated with
assets held-for-sale	1 300 884	800 454	1 979	2 103 317
Net assets classified as held-for-sale	27 235	(181 120)	17 421	(136 464)

1 inTime excluding Ader

10. Discontinued operations (continued)

	30 June2025AuditedR'000	30 June2024AuditedR'000
Revenue (Refer to note 9 in salient features)Operating expenditure – excluding capital items and impairment of	17 668 873	19 749 725
receivablesOperating expenditure – net impairment of receivables	(13 917 475)(6 628)	(15 056 064)(21 874)
EBITDADepreciation and amortisation	3 744 770(2 672 021)	4 671 787(2 932 962)
Operating profit before capital itemsNet capital items	1 072 7493 151 939	1 738 825(1 207 962)
Profit on sale of SG FleetFair value adjustment on assets held-for-sale	4 329 231(1 177 292)	–(1 207 962)
Operating profit after capital itemsFinance costsInvestment income	4 224 688(1 459 205)929 754	530 863(1 405 574)957 782
Profit before income taxIncome tax expense	3 695 237(207 035)	83 071(405 027)
Profit/(loss) for the year from discontinued operations	3 488 202	(321 956)
Profit/(loss) for the year attributable to:Non-controlling interests (NCI)Equity holders of Super Group	257 7803 230 422	469 206(791 162)
Reconciliation of headline earnings (discontinued operations)	3 488 202	(321 956)
Profit attributable to equity holders of Super GroupCapital items after tax and NCI	3 230 4221 219 318	(791 162)1 165 895
Headline earnings for the year	4 449 740	374 733
Earnings per share (cents)BasicDiluted	953.5953.4	(233.6)(234.4)
Headline earnings per share (cents)
BasicDiluted	1 313.41 313.3	110.6111.0
Cash flows (utilised in)/generated from discontinued operationsNet cash outflow from operating activitiesNet cash outflow from investing activitiesNet cash (outflow)/inflow from financing activities	(1 003 253)(176 270)(56 690)	(2 590 981)(314 650)4 588 277
Net cash flows (utilised in)/generated from discontinued operations	(1 236 213)	1 682 646

Additional information

Shareholders' diary

Notice of AGM distributed to shareholders	Wednesday, 15 October 2025
Annual Financial Statements published and available on website	Wednesday, 15 October 2025
2025 Integrated Report published and available on website	Wednesday, 15 October 2025
Annual General Meeting	Friday, 28 November 2025
Interim results for the six months ending 31 December 2025	February 2026
Final results for the year ending 30 June 2026	September 2026

Annual General Meeting

Record date to receive the Notice of the AGM (Notice Record Date)	Friday, 3 October 2025
Notice of AGM distributed to shareholders	Wednesday, 15 October 2025
Last day to trade to be eligible to vote at the AGM	Tuesday, 18 November 2025
Record date for voting purposes at the AGM (Voting Record Date)	Friday, 21 November 2025
For administrative purposes, Forms of Proxy to be lodged by 09:00	Wednesday 26 November 2025
For administrative purposes, the completed Electronic Participation Form to be lodged by 09:00	Wednesday 26 November 2025
AGM to be held at 09:00	Friday, 28 November 2025
Results of the AGM released on the Stock Exchange News Service (SENS)	Friday, 28 November 2025

Shareholder analysis

Shareholder spread	No ofShareholdings	%	No ofShares	%
1 – 1 000 shares1 001 – 10 000 shares10 001 – 100 000 shares100 001 – 1000 000 sharesOver 1 000 001 shares	2 7911 20646220956	59.0825.539.784.421.19	638 3714 137 43415 521 10165 380 085254 323 009	0.191.224.5719.2374.80
Totals	4 724	100.00	340 000 000	100.00

	No of		No of
Distribution of shareholders	Shareholdings	%	Shares	%
Banks/brokers	68	1.44	39 898 390	11.73
Close corporations	33	0.70	200 476	0.06

Endowment funds	19	0.40	1 142 547	0.34
Individuals	3 809	80.63	14 486 071	4.26
Insurance companies	44	0.93	16 267 032	4.78
Medical schemes	16	0.34	2 198 275	0.65
Mutual funds	199	4.21	158 885 805	46.73
Other corporations	28	0.59	47 007	0.01
Own holdings	1	0.02	1 216 423	0.36
Private companies	124	2.62	4 040 664	1.19
Public companies	2	0.04	5 866	0.00
Retirement funds	194	4.11	94 579 818	27.82
Sovereign wealth funds	3	0.06	4 141 435	1.22
Trusts	184	3.90	2 890 191	0.85
Totals	4 724	100.00	340 000 000	100.00

Public/non-public shareholders	No ofShareholdings	%	No of Shares	%

Non-public shareholders	7	0.15	4 428 866	1.30
Directors of the company	4	0.08	3 162 644	0.93
Prescribed Officers of the company	2	0.04	49 799	0.01
Controlling shareholder holding more than 35%	0	0.00	0	0.00
Treasury shares	1	0.02	1 216 423	0.36
Public shareholders	4 717	99.85	335 571 134	98.70
Totals	4 724	100.00	340 000 000	100.00

Beneficial shareholders holding 3% or more	No of Shares	%
Government Employees Pension Fund	61 963 955	18.22
Allan Gray	45 278 263	13.32
PSG Financial Services	34 297 837	10.09
Aylett & Co	16 539 037	4.86
Vanguard	9 980 048	2.94
Totals	168 059 140	49.43

Institutional shareholders holding 3% or more	No of Shares	%

Allan Gray Asset Management	62 910 554	18.50
Public Investment Corporation	47 152 860	13.87
PSG Asset Management	34 302 287	10.09
Aylett & Co	25 692 502	7.56
Mazi Asset Management	18 041 572	5.31
Aeon Investment Management	13 442 977	3.95
Vanguard	9 980 048	2.94
Totals	211 522 800	62.21

Electronic participation form

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

Participation in the AGM via electronic communication

TERMS USED IN THIS FORM SHALL BEAR THE MEANINGS ASCRIBED THERETO IN THE NOTICE OF AGM TO WHICH THIS PARTICIPATION FORM IS ATTACHED

Shareholders or their duly appointed proxy(ies) that wish to participate in the AGM on Friday, 28 November 2025 at 09:00 via electronic communication (Participants), must either register online using the online registration portal at www.smartagm.co.za; or apply to JIS, by delivering the duly completed form to: One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, or posting it to P.O. Box 4844, Johannesburg, 2000 (at the risk of the Participant), or by email to [email protected] so as to be received by JIS by no later than 09:00 on Wednesday, 26 November 2025. JIS will first validate such requests and confirm the identity of the shareholder in terms of section 63(1) of the Companies Act, and, if the request is validated, further details on using the electronic communication facility will be provided.

Important notice

The Company shall, by no later than 24 hours prior to the meeting at 09:00 on Thursday, 27 November 2025, notify Participants that have delivered valid notices in the form of this Electronic Participation Form, by email of the relevant details through which Participants can participate electronically.

Application form

Full name of Participant: _____________________________________________________________________________________________________
ID number: ________________________________________________________________________________________________________________
Email address: _____________________________________________________________________________________________________________
Cell number: _______________________________________________________________________________________________________________
Telephone number: (code) (number) ___________________________________________________________________________________________
Name of CSDP or broker (if shares are held in dematerialised format): _______________________________________________________________
Contact number of CSDP/broker: _____________________________________________________________________________________________
Contact person of CSDP/broker: ______________________________________________________________________________________________
Number of shares certificate (if applicable): ______________________________________________________________________________________
Signature: __________________________________________________________________________________________________________________
Date: _____________________________________________________________________________________________________________________

Terms and conditions for participation in the AGM via electronic communication

1. The cost of electronic participation in the AGM is for the expense of the Participant and will be billed separately by the Participant's own service provider.
1. The Participant acknowledges that the electronic communication services are provided by third parties and indemnifies Super Group against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the Participant or anyone else. In particular, but not exclusively, the Participant acknowledges that he/she will have no claim against the Company, whether for consequential damages or otherwise, arising from the use of the electronic services or any defect in it or from total or partial failure of the electronic services and connections linking the participants via the electronic services to the AGM.
1. The application to participate in the AGM electronically will only be deemed successful if this application form has been completed and signed by the Participant.

Super Group cannot guarantee there will not be a break in electronic communication that is beyond the control of the Company.

Participant's name: __________________________________________________________________________________________________________

Signature date: _____________________________________________________________________________________________________________

Form of proxy

To be completed by registered certificated shareholders and dematerialised shareholders with own-name registration only.

This Form of Proxy relates to the AGM of the Company which will be held by electronic meeting participation only (subject to any adjournment or postponement) on Friday, 28 November 2025 at 09:00 ("meeting") (see note 1) and is for use by registered shareholders whose shares are registered in their own names by the Voting Record Date, Friday, 21 November 2025 (see note 2).

Terms used in this Form of Proxy have the meanings given to them in the Notice of AGM to which this Form of Proxy is attached.

Please print clearly when completing this form or use the electronic version available on the Company's website and see the instructions and notes at the end of this form for an explanation of the use of this Form of Proxy and the rights of the shareholder and the proxy.

	I/We (full name in block letters) ________________________________________________________________________________________________________
	of (address) ________________________________________________________________________________________________________________________
	Email ____________________________________________________________Cell number ______________________________________________________
	Telephone (work) _________________________________________________ (Home) __________________________________________________________
	being a shareholder of the Company and being the registered owner/s of ____________________________________________________________________
ordinary shares in the Company (note 3)

hereby appoint______________________________________________________________________________________________________________________

or failing him, the chairman of the meeting (see note 4) ____________________________________________________________________________________

to attend and participate in the meeting and to speak and to vote or abstain from voting for me/ us and on my/our behalf in respect of all matters arising (including any poll and all resolutions put to the meeting) at the meeting, even if the meeting is postponed, and at any resumption thereof after any adjournment (see note 5).

My/Our proxy shall vote as follows:

Please indicate with an "X" in the appropriate spaces how you wish your votes to be cast. If you do not do so, the proxy may vote or abstain at his discretion (see note 6).

	For	Against	Abstain
Ordinary resolution number 1: Re-election and election of directors
1.1Mr David Cathrall
1.2Mr Jack Phalane
Ordinary Resolution number 2: Reappointment of auditors
Ordinary resolution number 3: Election of the Group Audit Committee
3.1Mr David Cathrall
3.2Mr Jack Phalane
3.3Ms Pitsi Mnisi
Ordinary resolution number 4: Election of the Group Social and Ethics Committee
4.1Ms Pitsi Mnisi
4.2Mr Simphiwe Mehlomakulu
4.3Mr Peter Mountford
Ordinary resolution number 5: Endorsement of the Super Group Remuneration Policy
Ordinary resolution number 6: Endorsement of the implementation of the Super Group Remuneration Policy
Ordinary resolution number 7: General authority to directors to issue shares for cash
Special resolution number 1: Approval of Non-Executive Directors' fees
Special resolution number 2: Financial assistance to related or inter-related companies
Special resolution number 3: Financial assistance for subscription of securities by related or inter-related entities of theCompany
Special resolution number 4: Acquisition of securities by the Company and/or its subsidiaries

(Indicate instruction to proxy by way of a cross in the space provided above)

Unless otherwise instructed, my/our proxy may vote as he/she thinks fit.

Signed this _______________________________________________________day of _______________________________________________________ 2025

Signature __________________________________________________________________________________________________________________________

Please read the notes on the reverse side hereof.

Instructions and notes to the Form of Proxy

It is requested for administrative purposes only that this Form of Proxy should be completed and returned to the Company's Transfer Secretaries, JIS by no later than 09:00 on Wednesday, 26 November 2025. JIS will first validate such requests and confirm the identity of the shareholder in terms of section 63(1) of the Companies Act, and, if the request is validated, further details on using the electronic communication facility will be provided.

Emails:	Hand deliveries to:	Postal deliveries to:
[email protected]	JSE Investor Services (Pty) Ltd	JSE Investor Services (Pty) Ltd
	One Exchange Square	P.O. Box 4844
	2 Gwen Lane, Sandown	Johannesburg
	Sandton	2000
	2196

This form is for use by registered shareholders who wish to appoint another person (a proxy) to represent them at the meeting. If duly authorised, companies and other corporate bodies who are registered shareholders may appoint a proxy using this form or may appoint a representative in accordance with note 11 below.

1. Other shareholders should not use this form. All beneficial shareholders who have dematerialised their shares through a CSDP or broker must provide the CSDP or broker with their voting instruction. Alternatively, if they wish to attend the meeting in person, they should request the CSDP or broker to provide them with a letter of representation in terms of the custody agreement entered into between the beneficial shareholder and the CSDP or broker.
1. This proxy shall apply to all ordinary shares registered in the name of the shareholder who signs this Form of Proxy at the record date unless a lesser number of shares is inserted.
1. A shareholder may appoint one person of his own choice as his proxy by inserting the name of such proxy in the space provided. Any such proxy need not be a shareholder of the Company. If the name of the proxy is not inserted, the Chairman of the meeting will be appointed as proxy. If more than one name is inserted, then the person whose name appears first on the Form of Proxy and who is present at the meeting will be entitled to act as proxy to the exclusion of any persons whose names follow. The proxy appointed in this proxy form may delegate the authority given to him in this Form of Proxy by delivering to the Company, in the manner required by these instructions, a further Form of Proxy which has been completed in a manner consistent with the authority given to the proxy in this Form of Proxy.
1. Unless revoked, the appointment of a proxy in terms of this Form of Proxy remains valid until the end of the meeting, even if the meeting or part thereof is postponed or adjourned.
1. If:
- 6.1 a shareholder does not indicate on this instrument that the proxy is to vote in favour of or against or to abstain from voting or any resolution; or
- 6.2 the shareholder gives contradictory instructions in relation to any matter; or
- 6.3 any additional resolution/s which are properly put before the meeting; or
- 6.4 any resolution listed in the Form of Proxy is modified or amended, and then the proxy shall be entitled to vote or abstain from voting, as he thinks fit, in relation to that resolution or matter. If, however, the shareholder has provided further written instructions which accompany this form and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in 6.1 to 6.4, then the proxy shall comply with those instructions.
1. If this proxy is signed by a person (signatory) on behalf of the shareholder, whether in terms of a power of attorney or otherwise, then this Form of Proxy will not be effective unless:
- 7.1 it is accompanied by a certified copy of the authority given by the shareholder to the signatory; or
- 7.2 the Company has already received a certified copy of that authority.
1. The Chairman of the meeting may, in his discretion, accept or reject any Form of Proxy or other written appointment of a proxy which is received by the Chairman prior to the time when the meeting deals with a resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy has not been completed and/or received in accordance with these instructions. However, the Chairman shall not accept any such appointment of a proxy unless the Chairman is satisfied that it reflects the intention of the shareholder appointing the proxy.
1. Any alterations made in this Form of Proxy must be initialled by the authorised signatory/ies.
1. This Form of Proxy is revoked if the shareholder who granted the proxy:
- 10.1 gives written notice of such revocation to the Company, so that it is received by the Company by not later than 09:00 on Wednesday, 26 November 2025; or
- 10.2 subsequently appoints another proxy for the meeting; or
- 10.3 attends the meeting himself in person.
1. All notices which a shareholder is entitled to receive in relation to the Company shall continue to be sent to that shareholder and shall not be sent to the proxy.

If duly authorised, companies and other corporate bodies who are shareholders of the Company having shares registered in their own names may, instead of completing this Form of Proxy, appoint a representative to represent them and exercise their rights at the meeting by giving written notice of the appointment of that representative. That notice will not be effective at the meeting unless it is accompanied by a duly certified copy of the resolution/s or other authorities in terms of which that representative is appointed and is received by the Company's Registrar (details in note 1), by not later than 09:00 on Wednesday, 26 November 2025. Nevertheless, the written notice be lodged with the chairperson of the AGM prior to the AGM to reach the chairperson prior to the commencement of the AGM. If a shareholder does not wish to deliver that notice to that address, it may also be posted, at the risk of the shareholder, to the Registrar (details in note 1).

1. The completion and lodging of this Form of Proxy does not preclude the relevant shareholder from attending the AGM via electronic platform and speaking and voting in person to the exclusion of any proxy appointed by the shareholder.
1. The chairman of the AGM may accept or reject any Form of Proxy which is completed and/or received other than in accordance with these instructions, provided that he shall not accept a proxy unless he is satisfied as to the manner in which a shareholder wishes to vote.

Corporate information

Directors

Executive: P Mountford (CEO) and C Brown (CFO and Group Debt Officer)

Non-executive: V Chitalu*# (Chairperson), D Cathrall*, S Mehlomakulu*, P Mnisi*, J Phalane*

* Independent # Zambian

Company secretary

J Mackay +27 11 523 4000 [email protected]

Group debt officer

C Brown +27 11 523 4000 [email protected]

Investor relations executive

M Neilson +27 11 523 4000 [email protected]

Registered office

27 Impala Road, Chislehurston, Sandton, 2196

Transfer secretaries

JSE Investor Services (Pty) Limited (Registration number 2000/007239/07) One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196

Auditors

KPMG Inc. (Registration number 1999/021543/21) KPMG Crescent, 85 Empire Road, Parktown, 2193

Equity sponsor

Investec Bank Limited (Registration number 1969/004763/06) 100 Grayston Drive, Sandown, Sandton, 2196

Debt sponsor

Questco (Pty) Ltd (Registration number 2002/005616/07) Ground Floor, Block C, Investment Place, 10th Road, Hyde Park, 2196

www.supergroup.co.za

Scan this code to discover how Super Group delivers innovative solutions by staying ahead of emerging trends and leveraging the latest technology.

Notice of annual general meeting for the year ended 2025

AI assistant

SUPER GROUP LIMITED — AGM Information 2025

48829_rns_2025-10-15_5e86e767-6921-4209-b0fc-9570671d4574.pdf

Notice of Annual General Meeting

Table of contents

Notice of annual general meeting

Purpose of the meeting

Electronic participation by shareholders

Important dates

Identification, voting and proxies

Quorum

JSE Listings Requirements and Companies Act

Presentation of the Annual Financial Statements

Presentation of the Group Social and Ethics Committee Report

Resolutions for consideration and adoption

Ordinary resolutions

Ordinary resolution number 1: Re-election of directors

Ordinary resolution number 2: Reappointment of auditors

Ordinary resolution number 3: Election of the Group Audit Committee

Ordinary resolution number 4: Election of the Group Social and Ethics Committee

Ordinary resolution number 5: Endorsement of the Super Group Remuneration Policy

Ordinary resolution number 6: Endorsement of the implementation of the Super Group Remuneration Policy

Ordinary resolution number 7: General authority to directors to issue shares for cash

Special resolutions

Special resolution number 1: Approval of Non-Executive Directors' fees

Reason for and effect

Special resolution number 2: Financial assistance to related or inter-related companies

Reason for and effect

Special resolution number 3: Financial assistance for subscription of securities by related or inter-related entities of the Company

Reason for and effect

Special resolution number 4: Acquisition of securities by the Company and/or its subsidiaries

Reason for and effect

Directors' responsibility statement

Statement by the directors

No material changes

Board of directors

Executive Directors

Board skills and experience

Board skills and experience

Non-executive directors

Board skills and experience

Board skills and experience

Board skills and experience

Non-executive directors

Company Secretary

Simphiwe Mehlomakulu (55) Independent Non-Executive Director

Board skills and experience

Jack Phalane (50)

Board skills and experience

Board skills and experience

Report of the Remuneration Committee

Jack Phalane Committee Chairperson

Factors impacting remuneration decisions

The Group's financial and market position remains robust and its cash flow has been satisfactory under challenging economic and infrastructural circumstances.

Shareholder engagement

Activities undertaken by Remco during the year

Mandated matters

Focus areas

Key policy enhancements

Looking ahead

Conclusion

Remco is satisfied that it has fulfilled its mandated responsibilities and that the existing policies have been implemented with diligence and sound judgement.

Jack Phalane

Section A: Remuneration policy

Responsible remuneration

The Group adheres to the principle of equal pay for work of equal value.

Remuneration policies for Executive Directors, executive managers and employees

Remuneration policy for Executive Directors

Remco aims to align the directors' total remuneration with shareholders' interests by ensuring that a significant portion of their package is linked to achieving performance targets.

Comparative companies/peers

The updated comparative companies or peer set comprises the following JSE and other listed companies:

Remuneration policy for executive management and employees

Remuneration package structures

Guaranteed pay (TGP)

Salary increases and salary reviews

Variable pay

The annual targets and bonus achievement splits for Executive Directors

The annual targets and bonus achievement splits for Senior Executives

Long-term incentives

Share appreciation rights scheme

SUPER GROUP LIMITED AGM Information 2025