THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including this cover page.

If you are in any doubt as to what action you should take, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.

Action required:

This circular is important and should be read in its entirety, with particular attention to the section entitled “Action required by Shareholders” which commences on page 4.
If you have disposed of all your Super Group Shares, this circular, together with the attached notice of general meeting, form of proxy (blue) and electronic participation form (pink), should be handed to the purchaser of such Super Group Shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.

Super Group does not accept responsibility, and will not be held liable for any action of, or omission by, any CSDP or broker including, without limitation, any failure on the part of the CSDP or broker of any beneficial owner of Super Group Shares to notify such beneficial owner of the Transaction set out in this circular, including the general meeting, or to take any action on behalf of such beneficial owner.

supergroup

Super Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1943/016107/06)

Share code: SPG

ISIN: ZAE000161832

LEI: 378900A8FDADE26AD654

Debt company code: BISGL

(“Super Group” or “Company”)

CIRCULAR TO SUPER GROUP SHAREHOLDERS

relating to:

the proposed disposal by Bluefin Investments, a wholly owned subsidiary of Super Group, of its 53.584% interest in SG Fleet, which constitutes a category I transaction in terms of Section 9 of the Listings Requirements;

and incorporating:

a notice of general meeting of Super Group Shareholders;
a form of proxy (blue) in respect of the general meeting (for use by certificated shareholders and “own-name” dematerialised shareholders only); and
an electronic participation form (pink) to be completed by Super Group Shareholders who wish to participate electronically at the general meeting.

Financial Advisor and Transaction Sponsor

Investec

Legal Advisor

Fluxmans

Independent Auditor

KPMG

Date of issue: Monday, 3 February 2025

This circular is only available in English. Copies may be obtained from the registered office of the Company during office hours on business days from Monday, 3 February 2025 to Tuesday, 25 February 2025, at the address set out in the “Corporate information and advisors” section. A copy of this circular will also be available on Super Group’s website (https://supergroup.co.za/investor-information/circulars/).

FORWARD-LOOKING STATEMENTS DISCLAIMER

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including this forward-looking statement disclaimer section.

FORWARD-LOOKING STATEMENT DISCLAIMER

This circular includes statements about Super Group and SG Fleet that are, or may be deemed to be, forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words such as "believe", "aim", "expect", "project", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "will", "estimated", "potential" or similar words and phrases.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Super Group cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Super Group operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this circular.

All these forward-looking statements are based on estimates and assumptions made by Super Group, as communicated in publicly available documents. All estimates and assumptions, although Super Group believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Super Group or not currently considered material by Super Group.

Shareholders should keep in mind that any forward-looking statement made in this circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Super Group and SG Fleet not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Super Group has no duty to, and does not intend to update or revise the forward-looking statements contained in this circular after the date of this circular, except as may be required by law.

Any forward-looking statements have not been reviewed or reported on by the independent auditor to Super Group and/or the independent auditor to SG Fleet.

CORPORATE INFORMATION AND ADVISORS

Company secretary and registered office

John Mackay
(Registration number 1943/016107/06)
27 Impala Road
Chislehurston
Sandton, 2196
(Private Bag X9973, Sandton, 2146)

Date and place of incorporation

December 1987
Pretoria, South Africa

Financial advisor and transaction sponsor

Investec Bank Limited
(Registration number 1969/004763/06)
100 Grayston Drive
Sandown
Sandton, 2196
(PO Box 785700, Sandton, 2146)

Independent auditor

KPMG Inc.
(Registration number 1999/021543/21)
KPMG Crescent
85 Empire Road
Parktown
Johannesburg, 2192
(Private Bag 9, Parkview, 2121)

Registered office of SG Fleet

(Registration number ABN 40167554574)
Level 2, Building 3
20 Bridge Street
Pymble, NSW, 2073
Australia

Date and place of incorporation

January 2014
State of Victoria, Australia

Legal advisor

Fluxmans Inc.
(Registration number 2000/024775/21)
24 Fricker Road
Illovo
Sandton, 2196
(Private bag X41, Saxonwold, 2132)

Transfer secretaries

JSE Investor Services Proprietary Limited
(Registration number 2000/007239/07)
One Exchange Square
2 Gwen Lane
Sandown
Sandton, 2196
(PO Box 4844, Johannesburg, 2000)

TABLE OF CONTENTS

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including this table of contents.

Page

Forward-looking statements disclaimer
Inside front cover

Corporate information and advisors
1

Action required by Shareholders
4

Salient dates and times
7

Definitions and interpretations
8

CIRCULAR TO SUPER GROUP SHAREHOLDERS

PART I – THE TRANSACTION
12
1. Introduction and purpose of circular
12
2. Background to and rationale for the Transaction
13
3. Description of PEP and Bidco
14
4. Purchase consideration and use of proceeds
14
5. Conditions precedent and approvals required
14
6. Ability to proceed with the Transaction
15
7. Warranties and indemnities
15
8. Effective date of the Transaction
15
9. Transaction categorisation
15
10. General meeting
15

PART 2 – OVERVIEW OF SG FLEET
16
11. Nature of business and prospects
16
12. Historical financial information
16
13. Material changes
16
14. Material loans
16
15. Material contracts
16
16. Litigation statement
16

PART 3 – OVERVIEW OF SUPER GROUP
17
17. Overview of the business after the Transaction
17
18. Material contracts
22
19. Financial information
22
20. Material changes
25
21. Major Shareholders
25
22. Material loans
25
23. Material risks
25
24. Working capital statement
25
25. Litigation statement
26
26. Information in respect of the Directors
26

Page

PART 4 – GENERAL

Responsibility statement 28
Preliminary and issue expenses 28
Advisors' consents 28
Conflicts 28
Information incorporated by reference and supporting documents 29
Documents available for inspection 29

ANNEXURE 1

PRO FORMA FINANCIAL INFORMATION OF SUPER GROUP AFTER THE TRANSACTION AND USE OF PROCEEDS 31

ANNEXURE 2

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION OF SUPER GROUP AFTER THE TRANSACTION AND USE OF PROCEEDS 45

ANNEXURE 3

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON THE COMPILATION OF THE NORMALISED FINANCIAL INFORMATION 48

ANNEXURE 4

SALIENT FEATURES OF THE SCHEME IMPLEMENTATION DEED 51

ANNEXURE 5

SALIENT FEATURES OF THE COOPERATION AGREEMENT 61

ANNEXURE 6

TAX TREATMENT IN RESPECT OF THE DISTRIBUTION 64

ANNEXURE 7

EXCHANGE CONTROL CONSIDERATIONS IN RESPECT OF THE DISTRIBUTION 66

ANNEXURE 8

MATERIAL LOANS OF SG FLEET 68

ANNEXURE 9

MATERIAL LOANS OF SUPER GROUP 70

NOTICE OF GENERAL MEETING

FORM OF PROXY (blue)

Attached

ELECTRONIC PARTICIPATION FORM (pink)

Attached

ACTION REQUIRED BY SHAREHOLDERS

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety including this section detailing the action required by Shareholders.

Super Group Shareholders are requested to take careful note of the following provisions regarding the action required by them in connection with this circular:

If you are in any doubt as to what action you should take, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.
If you have disposed of all your Super Group Shares, this circular, together with the attached notice of general meeting, form of proxy (blue) and electronic participation form (pink), should be handed to the purchaser of such Super Group Shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.
Super Group does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or broker including, without limitation, any failure on the part of the CSDP or broker of any beneficial owner of Super Group Shares to notify such beneficial owner of the Transaction set out in this circular, including the general meeting, or to take any action on behalf of such beneficial owner.

I. NOTICE OF GENERAL MEETING

The general meeting, convened in terms of the notice of general meeting, will be held entirely by electronic communication, as permitted by the JSE, the provisions of the Companies Act and the MOI on Tuesday, 25 February 2025, commencing at 09:00 (or at any other adjourned or postponed time determined in accordance with the Companies Act and the MOI) and, at which general meeting, Shareholders will be requested to consider and, if deemed fit, to pass with or without modification, the Resolutions set out in the notice of general meeting.

2. ELECTRONIC PARTICIPATION AT THE GENERAL MEETING

2.1 Connecting to the general meeting electronically

2.1.1 In order to attend the general meeting and participate electronically thereat, Shareholders must pre-register with the Transfer Secretaries by either:

2.1.1.1 registering online using the online registration portal at www.smartagm.co.za by no later than 09:00 on Monday, 24 February 2025, for administrative purposes, in order for the Transfer Secretaries to arrange the participation of the Shareholder at the general meeting and for the Transfer Secretaries to provide the Shareholder with the details as to how to access the general meeting by means of electronic participation. Shareholders may still register online to participate in and/or vote electronically at the general meeting after this date, provided however, that for those Shareholders to participate in and/or vote electronically at the general meeting those Shareholders must be verified and registered (as required in terms of section 63(1) of the Companies Act by uploading their relevant verification documentation) before the commencement of the general meeting; or

2.1.1.2 making a written application to participate by delivering the duly completed electronic participation form to: JSE Investor Services Proprietary Limited, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 or posting it to JSE Investor Services Proprietary Limited, PO Box 4844, Johannesburg, 2000 (at the risk of the participant) or by email to [email protected], so as to be received by the Transfer Secretaries by no later than 09:00 on Monday, 24 February 2025, for administrative purposes, in order for the Transfer Secretaries to arrange such participation for the Shareholder and for the Transfer Secretaries to provide the Shareholder with the details as to how to access the general meeting by means of electronic participation. Shareholders may still register/apply to participate in and/or vote electronically at the general meeting after this date, provided, however, that for those Shareholders to participate in and/or vote electronically at the general meeting those Shareholders must be verified and registered (as required in terms of section 63(1) of the Companies Act by submitting their relevant verification documentation by post or by email, as the case may be) before the commencement of the general meeting.

2.1.2 Shareholders who have complied with the pre-registration requirements set out in paragraph 2.1.1 above will be contacted by no later than 09:00 on Tuesday, 25 February 2025 with connection details as well as the username and password in order to participate electronically in and/or vote at the general meeting.

2.1.3 Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the general meeting. Any such charges will not be for the account of Super Group and/or the Transfer Secretaries. None of Super Group and/or JIS and/or its service providers can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevent any such Shareholder from participating in and/or voting at the general meeting.

2.2 Electronic voting at the general meeting

2.2.1 Since all Shareholders will connect to the general meeting electronically, they will be able to participate in and cast their vote (or abstain from voting) electronically at the general meeting.

2.2.2 Shareholders are encouraged to submit any questions to the Company Secretary prior to the general meeting, by no later than 09:00 on Tuesday, 25 February 2025, at [email protected]. These questions will be addressed at the general meeting.

3. IDENTIFICATION

3.1 In terms of section 63(1) of the Companies Act, all general meeting participants will be required to provide identification reasonably satisfactory to the Transfer Secretaries, as follows:

3.1.1 participants pre-registering to participate in the general meeting using the online registration method contemplated in paragraph 2.1.1.1. above, by uploading the relevant documentation via the online registration portal; or

3.1.2 participants pre-registering to participate in the general meeting by submitting the written application contemplated in paragraph 2.1.1.2. above, by delivering the relevant documentation by hand or by post or by submitting the relevant documentation by email.

3.2 The Transfer Secretaries must be reasonably satisfied that the right of that person to participate electronically in and vote at the general meeting as a Shareholder or a proxy or representative of a Shareholder, has been reasonably verified. Acceptable forms of identification include valid South African drivers' licences, green barcoded identity documents or barcoded identification smart cards issued by the South African Department of Home Affairs and passports.

4. DEMATERIALISED SHAREHOLDERS WITHOUT "OWN-NAME" REGISTRATION

4.1 Voting at the general meeting

4.1.1 Your CSDP or broker should contact you to ascertain how you wish to cast your vote (or abstain from casting your vote) at the general meeting and thereafter cast your vote (or abstain from casting your vote) in accordance with your instructions.

4.1.2 If you have not been contacted by your CSDP or broker, it would be advisable for you to contact your CSDP or broker and furnish them with your voting instructions.

4.1.3 You must furnish your voting instructions to your CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

4.1.4 If your CSDP or broker does not obtain voting instructions from you, they will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker.

4.1.5 You must not complete the attached form of proxy (blue).

4.2 Participation and representation at the general meeting

4.2.1 In accordance with the custody agreement between you and your CSDP or broker, you must advise your CSDP or broker if you wish to:

4.2.1.1 participate electronically, speak and vote at the general meeting; or
4.2.1.2 if you wish a proxy to represent you at the general meeting.

4.2.2 If you wish to electronically participate in the general meeting in person, your CSDP or broker should issue you with the necessary letter of representation for you or your proxy to participate electronically, speak and vote at the general meeting. In order to participate in the general meeting electronically, you must pre-register with the Transfer Secretaries by following the procedure set out in paragraph 2 above and submit the letter of representation to the Transfer Secretaries, as follows:

4.2.2.1 Shareholders pre-registering to participate in the general meeting using the online registration method by uploading the letter of representation via the online registration portal; or
4.2.2.2 Shareholders pre-registering to participate in the general meeting by submitting the written application by delivering the letter of representation by hand or by post (at the risk of the participant) or by submitting the letter of representation by email.

4.2.3 You must also connect to the general meeting electronically, as explained in paragraph 2 above.

5. CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION

5.1 Voting and participation at the general meeting

5.1.1 You may electronically participate in the general meeting (as explained in paragraph 2 above) and may vote (or abstain from voting) at the general meeting. If you wish to be classified as participating in the general meeting electronically in person, you must pre-register with the Transfer Secretaries by following the procedure set out in paragraph 2 above. You must also connect to the general meeting electronically as explained in paragraph 2 above.

5.1.2 Alternatively, you may appoint a proxy to represent you at the general meeting by completing the attached form of proxy (blue) in accordance with the instructions contained therein and lodging it, posting it (at the risk of the participant) or sending it via email to the Transfer Secretaries at the details below, to be received by them, for administrative purposes, by no later than 09:00 on Monday, 24 February 2025, provided that any form of proxy (blue) not delivered to the Transfer Secretaries by this time may be emailed to the Transfer Secretaries (who will provide same to the chairman of the general meeting) at any time before the appointed proxy exercises any of the relevant Shareholder's rights at the general meeting (or any adjournment of the general meeting).

Transfer Secretaries

JSE Investor Services Proprietary Limited
One Exchange Square
2 Gwen Lane
Sandown, Sandton
2196
(PO Box 4844, Johannesburg, 2000)
Email: [email protected]

SALIENT DATES AND TIMES

Set out below are the salient dates and times in relation to the Transaction:

2025
Record date to determine which Shareholders are entitled to receive this circular on	Friday, 24 January
Circular incorporating the notice of general meeting, form of proxy (blue) and electronic participation form (pink) issued on	Monday, 3 February
Announcement relating to the issue of the circular and notice of general meeting released on SENS on	Monday, 3 February
Announcement relating to the issue of the circular and notice of general meeting published in the press on	Tuesday, 4 February
Last day to trade Super Group Shares on the JSE in order to be recorded in the register to be eligible to participate in and vote at the general meeting to be held on Tuesday, 25 February on	Tuesday, 11 February
General meeting record date, being the date on which a Shareholder must be recorded in the register in order to be eligible to participate in and vote at the general meeting, by the close of trade on	Friday, 14 February
First court hearing in respect of the Scheme on or about	Thursday, 20 February or Friday, 21 February
For administrative purposes, and to participate in the general meeting, the completed electronic participation forms (pink) must be received by JIS by 09:00 on	Monday, 24 February
For administrative purposes to ensure an orderly arrangement of affairs on the day, last day to lodge forms of proxy (blue) in respect of the general meeting with the Transfer Secretaries, by no later than 09:00 on	Monday, 24 February
Forms of proxy (blue) in respect of the general meeting not lodged with the Transfer Secretaries in time may be handed to the chairman of the general meeting immediately before the commencement thereof on	Tuesday, 25 February
General meeting held at 09:00 on	Tuesday, 25 February
Results of the general meeting released on SENS on	Tuesday, 25 February
Results of the general meeting released in the press on	Wednesday, 26 February
Scheme Booklet incorporating the SG Fleet independent expert report dispatched to SG Fleet Shareholders on or about	Monday, 3 March or Tuesday, 4 March
Scheme meeting of SG Fleet Shareholders on or about	Friday, 28 March or Monday, 31 March
Second court hearing in respect of the Scheme on or about	Tuesday, 1 April or Wednesday, 2 April
Scheme record date on or about	Friday, 4 April
Scheme implementation date on or about	Tuesday, 8 April or Wednesday, 9 April

Save in respect of Annexures 4 and 5 all times given in this circular are local times in South Africa and may be changed by Super Group (subject to the approval of the JSE, if required). Any changes will be released on SENS and published in the press.
Super Group Shareholders are referred to page 4 of this circular for information on the action required to be taken by them.
Super Group Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three business days after such trades. Therefore, Super Group Shareholders who acquire Super Group Shares after close of trade on Tuesday, 11 February 2025 will not be eligible to vote at the general meeting.
No dematerialisation and rematerialisation of Super Group Shares may take place between Wednesday, 12 February 2025 and Friday, 14 February 2025, both days inclusive.
If the general meeting is adjourned or postponed, a form of proxy (blue) submitted for the initial general meeting will remain valid in respect of any adjournment or postponement of the general meeting, unless it is withdrawn.
If the general meeting is adjourned or postponed then forms of proxy (blue) that have not yet been submitted should be lodged with the Transfer Secretaries by no later than two business days before the adjourned or postponed general meeting but may nonetheless be handed to the chairman of the adjourned or postponed general meeting at any time prior to the commencement of the adjourned or postponed general meeting or prior to voting on any resolution to be proposed at the adjourned or postponed general meeting.

DEFINITIONS AND INTERPRETATIONS

In this circular, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa, words denoting one gender include the others, words and expressions denoting natural persons include juristic persons and associations of persons and the words and expressions in the first column have the meanings stated opposite them in the second column.

“ADER” Servicios Empresariales Ader, S.A. (Registration number B-240134-8), Super Group's last-mile distribution transport services business operating in Spain. Super Group owns 95.3% and ADER's management own 4.7%;

“AMCO” CBW Group Holdings Limited (Registration number 13524840) Super Group's land, air and sea logistics and transportation specialist business, headquartered in Worcestershire, UK. Super Group owns 78.82% and AMCO's management own 21.18%;

“ASX” the ASX Limited (ACN 008 624 691), or the financial market known as the Australian Securities Exchange;

“AUD” Australian Dollar, the official currency of Australia;

“Bidco” or “Bidder” Westmann Bidco Pty Limited (ACN 682 625 109) a wholly owned subsidiary of Westmann MidCo Pty Ltd (ACN 682 624 111) (“Midco”), which in turn is a wholly owned subsidiary of Westmann Mezzco Pty Ltd (ACN 682 623 392) (“Mezzco”), which in turn is a wholly owned subsidiary of Westmann Topco Limited (ACN 682 621 003) (“Topco”), with Topco being the ultimate holding company of Bidco. Topco is currently wholly owned by the PEP Shareholders.

Pacific Equity Partners Fund VII (also known as PEP VII Fund), together with the co-investment vehicle Puffin Coinvestment, L.P. acting through its general partner Pacific Equity Partners Puffin Coinvestment GP (Jersey) Limited and PEP Investments Pty Ltd, are referred to as the “PEP Shareholders”;

“Bluefin Investments” Bluefin Investments Limited (Registration number C38074), a wholly owned subsidiary of Super Group;

“Board” or “Directors” the board of directors of Super Group, comprising, as at the last practicable date, those persons whose names appear on page 12 of this circular;

“broker” any person registered as a “broking member (equities)” in accordance with the provisions of the Financial Markets Act;

“business day” any day, other than a Saturday, Sunday or public holiday in South Africa;

“certificated shareholders” Super Group Shareholders who hold certificated shares;

“certificated shares” Super Group Shares which have not yet been dematerialised, title to which is represented by a share certificate or other physical documents of title;

“circular” or “Circular” this document, dated Monday, 3 February 2025, including the notice of general meeting, form of proxy (blue) and electronic participation form (pink);

“Companies Act” the South African Companies Act, 2008 (Act No. 71 of 2008), as amended;

“Company Secretary” the company secretary of Super Group as appointed in terms of the Companies Act further particulars of which appear in the “Corporate information and advisors” section of this circular;

“Cooperation Agreement” the Cooperation Deed entered into between Super Group and SG Fleet governing the terms and conditions on which Super Group and SG Fleet have agreed to cooperate for purposes of the Transaction;

“court” Supreme Court of New South Wales or any other court of competent jurisdiction under the Corporations Act 2001 (Cth) as agreed in writing;

“CSDP”
a central securities depository participant registered in terms of the Financial Markets Act, as amended, with whom a beneficial holder of shares holds a dematerialised share account;

“custody agreement”
a custody mandate agreement between a dematerialised shareholder and a CSDP or broker, regulating their relationship in respect of dematerialised shares;

“dematerialised shareholders”
Super Group Shareholders that have dematerialised their Shares through a CSDP and have instructed the CSDP to hold their Shares on the sub-register maintained by the CSDP and forming part of the Super Group share register;

“dematerialised shares”
Super Group Shares that have been dematerialised through a CSDP or broker and are held on the sub-register of Super Group Shareholders administered by CSDPs in electronic form;

“distribution”
the proposed distribution to Shareholders of approximately R16.30 per Share as a dividend as more fully described in paragraph 4 of this circular;

“documents of title”
share certificates, certified transfer deeds, balance receipts or any other documents of title to certificated shares acceptable to Super Group;

“EBITDA”
earnings before interest, tax, depreciation and amortisation;

“electronic participation form”
the form to be completed by Shareholders wishing to participate electronically at the general meeting;

“Financial Markets Act”
the South African Financial Markets Act, 2012 (Act No. 19 of 2012), as amended;

“Fleet Africa”
Fleet Africa, a division of Super Group Africa Proprietary Limited (Registration number 2000/019333/07), a specialised fleet management solutions business operating in South Africa, Lesotho, Kenya and Botswana;

“Foreign Shareholders”
Shareholders that are registered in a jurisdiction outside of South Africa, or who are resident, domiciled or located in a jurisdiction other than South Africa;

“form of proxy”
the form for use by certificated shareholders and dematerialised shareholders with “own name” registration to appoint a proxy to represent such shareholders at the general meeting;

“general meeting”
the general meeting of Shareholders to be held in electronic format only at 09:00 on Tuesday, 25 February 2025 convened in terms of the notice of general meeting forming part of this circular, together with any reconvened general meeting held as a result of the adjournment or postponement of that general meeting;

“Group”
Super Group and its subsidiaries;

“IFRS”
IFRS® Accounting Standards as issued from time to time by the International Accounting Standards Board or its successor body as adopted or applied in South Africa;

“inTime”
inTime Service GmbH (Registration number HRB 208128), Super Group’s time-critical and express freight logistics business operating in Europe, 96.9% owned by Super Group and 3.1% owned by inTime’s management;

“Investec”
Investec Bank Limited (Registration number 1969/004763/06) acting through its Investment Banking division, a public company incorporated under the laws of South Africa and financial advisor and transaction sponsor to Super Group;

“JIS” or “Transfer Secretaries”
JSE Investor Services Proprietary Limited (Registration number 2000/007239/07), a private company incorporated in South Africa and the Transfer Secretaries of Super Group;

“JSE”
the JSE Limited (Registration number 2005/022939/06), a public company incorporated in South Africa, which operates a securities exchange licensed in terms of the Financial Markets Act;

“KPMG” or “independent auditor”
KPMG Inc. (Registration number 1999/021543/21), Registered Auditors, acting as the independent auditor and reporting accountant specialist to Super Group;

“last practicable date”
the last practicable date before finalisation of this circular, which date was Friday, 17 January 2025;

“Listings Requirements”
the Listings Requirements of the JSE, as amended from time to time;

“MOI”
the memorandum of incorporation of Super Group;

“notice of general meeting”
the notice of general meeting of Super Group Shareholders, forming part of this circular;

“Ordinary Resolution 2”
Ordinary Resolution number 2 to give the Directors and/or the Company Secretary authority to implement the Transaction and as contained in the notice of general meeting;

“own-name registration” or “own-name registered”
Super Group Shareholders who hold dematerialised shares that are recorded by the CSDP on the sub-register kept by that CSDP in the name of such shareholder;

“PEP”
the Australian private equity firm that is a member of a group of companies that manages or advises, among other entities, a number of unit trusts and limited partnerships operating as an investment funds;

“Rand” or “R” or “ZAR”
South African Rand, the official currency of South Africa;

“register”
the register of certificated shareholders maintained by the Transfer Secretaries and the sub-register of dematerialised shareholders maintained by the relevant CSDPs;

“Resolutions”
the Ordinary Resolution 1 and Ordinary Resolution 2 as contained in the notice of general meeting to be considered and voted upon by Shareholders at the general meeting;

“Scheme”
the scheme of arrangement in accordance with Part 5.1 of the Corporations Act 2001 (Cth) in terms of which Bidco intends to acquire 100% of SG Fleet for a cash consideration of AUD3.50 per SG Fleet share;

“Scheme Booklet”
the explanatory booklet to be prepared by SG Fleet in respect of the Scheme for the Bidder to acquire all of the SG Fleet Shares in accordance with the terms of the SID and to be dispatched to the Target Shareholders which must include or be accompanied by a copy of the SID, the explanatory statement in respect of the Scheme, the SG Fleet independent expert’s report, a copy or salient features of the SID, a copy of the executed deed poll attached to the SID, the notice of the SG Fleet scheme meeting and a proxy form(s);

“Scheme Implementation Deed” or “SID”
the Scheme Implementation Deed entered into between SG Fleet and Bidco under which Bidco has agreed to acquire 100% of the SG Fleet Shares pursuant to the Scheme publicly available on the ASX website at https://announcements.asx.com.au/asxpdf/20241204/pdf/06c76g0843bt53.pdf;

“SENS”
the Stock Exchange News Service of the JSE;

“SG Fleet” or “the Target”
SG Fleet Group Limited (Registration number ACN 167 554 574), a public company registered and incorporated in Australia, all the issued shares of which are listed on the ASX and in which Super Group, through its wholly owned subsidiary, Bluefin Investments, holds a 53.584% interest;

“SG Fleet Group” or “the Target Group”
SG Fleet and its subsidiaries (including the Autonomy NZ 2021-2 Trust and any trusts established under the document entitled ‘The Autonomy Trusts Master Trust Deed’ dated 8 May 2020 and the applicable trust creation deed);

"SGF Information"

the information contained in the circular pertaining to SG Fleet and the Scheme as provided by SG Fleet, being the following:

Salient dates and times in respect of the Scheme
Definitions and interpretations (as applicable)
Part 2 – Overview of SG Fleet including:
Paragraph 11 – Nature of business and prospects
Paragraph 12 – Historical financial information
Paragraph 13 – Material changes
Paragraph 14 – Material loans
Paragraph 15 – Material contracts
Paragraph 16 – Litigation statement
Paragraph 28.3 – Preliminary and issue expenses: SG Fleet
Paragraph 31.2 – Information incorporated by reference and supporting documents: SG Fleet
Annexure 4 – Salient features of the Scheme Implementation Deed
Annexure 8 – Material loans of SG Fleet;

"SG Fleet Share" or "Target Share"

a fully paid ordinary share in the capital of SG Fleet;

"SG Fleet Shareholders" or "the Target Shareholders"

the registered holders of SG Fleet Shares;

"South Africa" or "SA"

the Republic of South Africa;

"State"

State Proprietary Limited (Registration number 1998/022242/07), a private company registered and incorporated in South Africa, and the electronic settlement system for transactions that take place on the JSE and off-market transactions;

"Super Group" or "the Company"

Super Group Limited (Registration number 1943/016107/06), a public company registered and incorporated in South Africa, all the issued shares of which are listed on the JSE;

"Super Group Shareholders" or "Shareholders"

the registered holders of Super Group Shares;

"Super Group Shares" or "Shares"

ordinary shares of no par value in the issued share capital of Super Group, which are listed on the JSE;

"Target Board"

the board of directors of SG Fleet;

"TLT"

Trans-Logo-Tech ("TLT") GmbH (Registration number HRB 206827), Super Group's logistics and supply chain management business operating in Germany. Super Group owns 80% and TLT's management own 20%;

"Transaction"

the proposed disposal by Super Group, through its wholly owned subsidiary Bluefin Investments, of its 53.584% equity interest in SG Fleet to Bidco pursuant to the Scheme which disposal constitutes a category I transaction for Super Group in terms of section 9 of the Listings Requirements;

"Transaction Resolution" or "Ordinary Resolution I"

Ordinary Resolution Number I to approve the Transaction as a category I transaction in terms of section 9 of the Listings Requirements and as contained in the notice of general meeting;

"UK"

United Kingdom;

"use of proceeds" or "Use of Proceeds"

the settlement of debt and the distribution to Shareholders;

"VAT"

value-added tax levied in terms of the Value-added Tax Act, No. 89 of 1991; and

"VWAP"

volume weighted average trading price.

supergroup

Super Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1943/016107/06)

Share code: SPG

ISIN: ZAE000161832

LEI: 378900A8FDADE26AD654

Debt company code: BISGL

("Super Group" or "Company")

Non-executive

V Chitalu (Chairman)

D Cathrall * (Lead Independent)

S Mehlomakulu *

P Mnisi *

J Phalane *

*Independent

Executive

P Mountford (Chief Executive Officer)

C Brown (Chief Financial Officer)

CIRCULAR TO SUPER GROUP SHAREHOLDERS

PART I – THE TRANSACTION

I. INTRODUCTION AND PURPOSE OF CIRCULAR

I.1 Super Group Shareholders are referred to the announcement released on SENS on Wednesday, 4 December 2024 wherein Shareholders were advised that:

I.1.1 SG Fleet and Bidco had entered into the Scheme Implementation Deed in terms of which Bidco intends to acquire 100% of the share capital of SG Fleet for a cash consideration of AUD3.50 per SG Fleet Share pursuant to the Scheme;

I.1.2 Super Group and SG Fleet had entered into the Cooperation Agreement under which Super Group agreed to convene the general meeting with the unanimous recommendation of the Board (in the absence of a Superior Proposal (as defined in the SID) and subject to the SG Fleet independent expert concluding that the Scheme is in the best interests of SG Fleet Shareholders) and not to dispose of any interest in its SG Fleet shareholding during the term of the SID; and

I.1.3 under the SID, SG Fleet is required to pay a break fee to Bidco in certain limited circumstances. The amount of the break fee (should it become payable under the SID) is AUD12.267 million, being an amount equal to 1% of the aggregate consideration payable in respect of the Scheme.

I.2 Shareholders are referred to Annexure 4 and Annexure 5, respectively, of this circular for the salient features of the Scheme Implementation Deed and the Cooperation Agreement.

I.3 In terms of the Scheme, if implemented, Super Group, through its wholly owned subsidiary, Bluefin Investments will, subject to the conditions precedent and approvals required detailed in paragraph 5 below, dispose of its 53.584% interest in SG Fleet for a purchase consideration of AUD641.4 million (approximately R7.53 billion based on the AUD/ZAR exchange rate of R11.75/AUD1 as at the date of signature of the SID).

I.4 The Transaction constitutes a category I disposal for Super Group in terms of section 9 of the Listings Requirements, which is subject to Shareholder approval by way of an ordinary resolution.

I.5 The purpose of this circular is to:

I.5.1 provide Super Group Shareholders with the requisite information regarding the Transaction, to enable Super Group Shareholders to make an informed decision in respect of the Resolutions, as set out in the notice of the general meeting; and

I.5.2 give notice convening the general meeting at which the Resolutions necessary to approve and implement the Transaction, as more fully detailed in this circular, will be considered and, if deemed fit, approved with or without modification by Super Group Shareholders. The notice convening the general meeting is attached to and forms part of this circular.

2. BACKGROUND TO AND RATIONALE FOR THE TRANSACTION

2.1 The Board believes the Transaction is in the best interests of Super Group Shareholders based on the following:

Liquidity event: The Transaction will create a liquidity event for Super Group after many years of investment in SG Fleet whilst still allowing the Group to continue its involvement in integrated logistics, transport and mobility solutions;
Ability for Shareholders to unlock significant value: The Transaction provides an opportunity for Super Group Shareholders to unlock the material value in SG Fleet in the immediate term and realise a significant premium to the estimated value of SG Fleet as reflected in Super Group's share price. The Transaction also potentially demonstrates the significant undervaluation by the market of the remainder of Super Group's business. The offer price of AUD3.50 per SG Fleet Share represents a 31% premium to the SG Fleet closing share price on 22 November 2024, being the last trading date prior to the SENS and ASX announcements dated 25 November 2024 and a 30% premium to the 1-month volume weighted average price;
Acceleration of value: The Transaction enables Super Group Shareholders to realise longer-term value upfront;
Potential for SG Fleet to continue to be undervalued in Super Group's share price: Considering the market's valuation of SG Fleet as historically reflected in the Super Group share price, there is no guarantee that future value creation through SG Fleet would be fully reflected in the Super Group share price;
Enhancement of Super Group's financial profile and strengthening of the Group's financial position: Super Group plans to use a portion of the proceeds (up to R1.96 billion) to reduce South African interest-bearing debt. The resulting net gearing of 171.8% at 30 June 2024 is estimated to reduce to 22.8%. The Group's net debt to EBITDA at 30 June 2024 of 2.96x is estimated to reduce to 0.77x on a pro forma basis, resulting in a moderately geared balance sheet that mitigates risk in high interest rate cycles and provides headroom to invest in growth;
Repositioning of Super Group: Following completion of the Transaction, Super Group will be positioned as a leading, diversified, logistics and mobility solutions provider in sub-Saharan Africa, Europe and the UK with a resilient, flexible and sustainable financial profile, and a cash generation ability. Looking forward, Super Group will continue to optimise its sub-Saharan Africa and international growth potential through its Supply Chain, Fleet Africa and Dealerships divisions;
Increased management and capital allocation focus on attractive growth opportunities: The implementation of the Transaction will allow management to focus its capital allocation priorities on accelerating its supply chain and dealerships strategy in Africa, Europe and the UK and enhancing the delivery of value for Shareholders;
Simplification of Group structure and accounting: Following the Transaction, the Group will have a simplified group structure with a single listed entry point providing greater visibility for investors; and
Other: Super Group will retain exposure to hard currency earnings while benefitting from an increased proportion of earnings from South Africa and sub-Saharan Africa which are highly correlated to macroeconomic recovery.

3. DESCRIPTION OF PEP AND BIDCO

3.1 PEP is a leading Australian private equity firm, managing and advising the PEP funds, which have over AUD12 billion in assets under management. Founded in 1998, PEP has completed 46 primary transactions and over 170 follow-on investments across a range of target industries. The PEP funds have a strong track record investing behind and partnering with high quality management teams to support long-term business growth.

3.2 Topco is the ultimate holding company of Bidco. Topco is currently wholly owned by the PEP Shareholders. Pacific Equity Partners Fund VII (also known as PEP VII Fund), together with the co-investment vehicle Puffin Coinvestment, L.P. acting through its general partner Pacific Equity Partners Puffin Coinvestment GP (Jersey) Limited and PEP Investments Pty Ltd, are referred to as the PEP Shareholders. No natural persons own or control, directly or indirectly, 10% or more of the beneficial interests of the PEP Shareholders and the PEP Shareholders are not "related parties" in relation to Super Group, as defined in section 10 of the Listings Requirements.

4. PURCHASE CONSIDERATION AND USE OF PROCEEDS

4.1 The Transaction will generate approximately AUD641.4 million in gross proceeds (approximately R7.53 billion based on the AUD/ZAR exchange rate of R11.75/AUD1 as at the date of signature of the SID).

4.2 After preliminary expenses and settling up to R1.96 billion of Super Group's South African interest-bearing borrowings, Super Group will utilise the remaining proceeds to declare a distribution of a dividend to Shareholders before 30 June 2025 of approximately R16.30 per share. The final quantum of the distribution will be determined with reference to the AUD/ZAR exchange rate applicable to the implementation of the Scheme. A dividend withholding tax of 20% will be applicable to the distribution, unless the Shareholder concerned is exempt from paying dividend withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement.

4.3 The tax implications of the distribution to Shareholders is dependent upon the individual circumstances of Shareholders and the tax jurisdiction applicable to such Shareholders. It is recommended that Shareholders seek appropriate professional advice in this regard. Shareholders are referred to Annexure 6 for a summary of the tax treatment in respect of the distribution.

4.4 Annexure 7 to this circular contains a summary of certain important information for Foreign Shareholders, including a summary of the Exchange Control Regulations as they apply to Foreign Shareholders. Foreign Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the distribution, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any taxes due in such jurisdiction. If in doubt, Shareholders should consult their professional advisors immediately.

5. CONDITIONS PRECEDENT AND APPROVALS REQUIRED

5.1 The Transaction is subject to the fulfilment, or waiver, where capable of waiver, of, inter alia, the following outstanding conditions precedent:

5.1.1 Conditions precedent to the Transaction

regulatory approvals in South Africa, the UK, New Zealand and Australia customary for a transaction of this nature;
approval of the Transaction by Super Group Shareholders as a category I transaction in terms of the Listings Requirements; and
SG Fleet shareholder approval and implementation of the Scheme.

5.1.2 Super Group approvals required

Super Group noteholder approval (66.7%) for a waiver to condition 18.1.1.9 of the Domestic Medium Term Note ("DMTN") Programme which is in relation to Super Group or any of its guarantors. Bluefin Investments, being a DMTN Programme Guarantor, will be selling its controlling stake in SG Fleet which is more than 50% of its assets, and therefore requires noteholder consent; and
consent from certain of Super Group's and Bluefin Investments' lenders to dispose of its 53.584% shareholding in SG Fleet.

ABILITY TO PROCEED WITH THE TRANSACTION

Bidco has confirmed to the satisfaction of the Board that it has sufficient funds to fully satisfy the purchase consideration.

WARRANTIES AND INDEMNITIES

The SID contains warranties and indemnities that are customary for transactions of this nature.

EFFECTIVE DATE OF THE TRANSACTION

Subject to the fulfilment or waiver of the conditions precedent and approvals required set out in paragraph 5 above, the Company expects the effective date of the Transaction to occur in April 2025. The SID provides that the conditions precedent to the Scheme must be satisfied on or before the End Date which is defined in the SID as the later of (i) 30 June 2025 and (ii) such other date and time agreed in writing between SG Fleet and Bidco.

TRANSACTION CATEGORISATION

The total cash consideration receivable by Super Group in terms of the Transaction measured against the market capitalisation of Super Group represented a percentage ratio of more than 30% as at the date of signature of the SID. Accordingly, the Transaction is classified as a category I transaction in terms of section 9 of the Listings Requirements and requires the approval of Super Group Shareholders by way of an ordinary resolution which will require the support of more than 50% of the votes exercised on it.

GENERAL MEETING

10.1 A general meeting of Super Group Shareholders will be held entirely by electronic communication on Tuesday, 25 February 2025 at 09:00 in order to consider, and if deemed to fit, pass, with or without modification, the Resolutions set out in the notice of general meeting attached to and forming part of this circular.

10.2 Details of the actions required by Shareholders are set out on page 4 of this circular.

PART 2 – OVERVIEW OF SG FLEET

II. NATURE OF BUSINESS AND PROSPECTS

11.1 SG Fleet has been listed on the ASX since 4 March 2014. Headquartered in Sydney, Australia, SG Fleet is a leading provider of integrated mobility solutions, including fleet management, vehicle leasing, and salary packaging services. The company has a presence across Australia, as well as in the UK and New Zealand, employing approximately 1 300 staff and managing over 277 000 vehicles.

11.2 SG Fleet stands to benefit from a number of short to medium-term trends in mobility, as well as from a continuing structural trend towards higher rates of outsourcing of fleet management and leasing. This is expected to lead to a widening of the customer book via the addition of new accounts. In addition to favouring the appointment of specialist providers such as SG Fleet, the increasing complexity of fleet management is also supporting the upsell of additional products and solutions within customer accounts. This is particularly the case with low- and zero-emission vehicles, where a growing number of customers rely on the company's expertise to plan and manage the transition to more efficient propulsion methods in the pursuit of voluntary and mandatory sustainability targets. Longer term, SG Fleet is also well-positioned to become the manager of autonomous fleets as mobility shifts towards shared infrastructures.

12. HISTORICAL FINANCIAL INFORMATION

The audited financial information of SG Fleet for the financial years ended 30 June 2024, 2023, and 2022 is incorporated by reference in terms of paragraph 31 of this circular and is available on the SG Fleet's website at the following link https://investors.sgfleet.com/Investors/?page=results-centre.

13. MATERIAL CHANGES

There have been no material changes in the financial or trading position of the SG Fleet Group that has occurred since the publication of SG Fleet's audited financial statements for year ended 30 June 2024.

14. MATERIAL LOANS

The material loans of SG Fleet as at the last practicable date are set out in Annexure 8 of this circular.

15. MATERIAL CONTRACTS

Save for the SID and the Cooperation Agreement, there have been no material contracts entered into either verbally or in writing by SG Fleet or its subsidiaries, being restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of business, within the two years prior to the last practicable date or at any time containing any obligation or settlement that is material to SG Fleet and/or its subsidiaries, as at the last practicable date.

16. LITIGATION STATEMENT

As at the last practicable date, there are no legal or arbitration proceedings, including proceedings that are pending or threatened, of which SG Fleet is aware, that may have or have had, in the twelve-month period preceding the date of this circular, a material adverse effect on the financial position of SG Fleet.

PART 3 - OVERVIEW OF SUPER GROUP

17. OVERVIEW OF THE BUSINESS AFTER THE TRANSACTION

17.1 Summary of Super Group and the Super Group business divisions

17.1.1 Super Group is a leading, international logistics and mobility solutions company operating across sub-Saharan Africa, the UK and Europe. Situated in Johannesburg, South Africa, the head office serves as a central hub for the decentralised Group. It aligns the operations of three divisions and 19 719 people working across 22 countries. Its primary purpose is to provide strategic direction, maintain overarching policies and ensure consistent standards and practices throughout the Group.

17.1.2 The diversified Group partners with blue-chip companies that span multiple industries and geographies, providing logistics and mobility solutions that drive efficiency and bolster competitiveness in challenging markets and industries.

17.1.3 Super Group's three divisions; Supply Chain, Fleet Africa and Dealerships provide a comprehensive range of logistics and mobility solutions:

Supply Chain:
Operating across sub-Saharan Africa, the UK and Europe, the Supply Chain division combines operational excellence with market-leading technology to design and deliver dynamic supply chain solutions. The division operates world-class facilities, leveraging an enviable geographic footprint and strong partnership networks to service clients across a broad range of industries. Services and solutions include primary and secondary distribution, multi-temperature-controlled product distribution, bonded cross-border transport, time-critical delivery services, courier services, warehousing, supply chain optimisation and consulting and technology solutions. For the year ended 30 June 2024, the Supply Chain division would have represented 44.6% (44.8% in FY2023) of the Group's revenue excluding SG Fleet and 55.6% (58.8% in FY2023) of the Group's operating profit excluding SG Fleet*. The Supply Chain division comprises of Supply Chain Africa and Supply Chain Europe:
Supply Chain Africa comprises of more than 25 businesses and operates across over ten African countries (including Democratic Republic of Congo, Eswatini, Lesotho, Malawi, Mauritius, Mozambique, Namibia, South Africa, United Arab Emirates, Zambia and Zimbabwe), delivering services including primary and secondary distribution, warehousing, supply chain optimisation and consulting. For the year ended 30 June 2024, the Supply Chain Africa division would have represented 33.5% (35.8% in FY2023) of the Group's revenue excluding SG Fleet and 60.1% (53.7% in FY2023) of the Group's operating profit excluding SG Fleet*.
Supply Chain Europe comprises four businesses: AMCO, inTime, ADER and TLT. The operations of the business include logistics, warehousing and distribution solutions across thirteen European countries (Belgium, Czech Republic, France, Germany, Hungary, Italy, Netherlands, Poland, Portugal, Romania, Spain, Sweden and the UK). For the year ended 30 June 2024, the Supply Chain Europe division would have represented 11.1% (9.0% in FY2023) of the Group's revenue excluding SG Fleet and (4.5%) (5.1% in FY2023) of the Group's operating profit excluding SG Fleet*.
Fleet Africa:
Fleet Africa leverages specialist fleet management skills and technologies to provide customised, world-class fleet solutions that increase utilisation, improve efficiency and reduce costs. The division works with the public and private sector, with a product offering ranging from fully maintained operating vehicle leases to traditional fleet management services. Other key services and solutions include integrated mobility solutions, asset management of passenger vehicles, commercial vehicles and specialist plant equipment, driver, fuel and tyre management, accident and insurance administration, fleet optimisation and route planning, vehicle tracking and recovery, call centres and a national service/repair network. The division operates in Kenya, Lesotho and South Africa. For the year ended 30 June 2024, the Fleet Africa division would have represented 2.2% (2.2% in FY2023) of the Group's revenue excluding SG Fleet and 13.2% (10.3% in FY2023) of the Group's operating profit excluding SG Fleet*.

Dealerships:
The Dealerships division operates franchised motor dealerships in SA and the UK. The key services and solutions include the sale of new and used passenger and commercial vehicles, vehicle financing and insurance, tracking devices, safety accessories and vehicle servicing and parts supply. For the year ended 30 June 2024, the Dealerships division would have represented 53.2% (53.0% in FY2023) of the Group's revenue excluding SG Fleet and 31.2% (30.9% in FY2023) of the Group's operating profit excluding SG Fleet*. The Dealerships division comprise of the SA dealerships and the UK dealerships:
Dealership SA division is an extensive South African dealership network representing most major vehicle brands (over 30 brands) and offering a wide range of new and used passenger and commercial vehicles. The division also provides a comprehensive range of mobility services including vehicle finance, insurance, tracking devices, vehicle servicing and parts supply. For the year ended 30 June 2024, the Dealerships SA division would have represented 20.8% (21.3% in FY2023) of the Group's revenue excluding SG Fleet and 20.8% (17.4% in FY2023) of the Group's operating profit excluding SG Fleet*.
Dealerships UK represents Mazda, Kia, Hyundai and Suzuki, and operates one of the largest independently owned Ford franchise dealer groups in the country. For the year ended 30 June 2024, Dealerships UK would have represented 32.4% (31.7% in FY2023) of the Group's revenue excluding SG Fleet and 10.3% (13.5% in FY2023) of the Group's operating profit excluding SG Fleet*.
The financial information used for purposes of the figures included above has been extracted from Super Group's FY2024 integrated report published on 16 October 2024.

17.2 Vision, purpose and ambition

17.2.1 Super Group's vision, purpose and ambition are set out in more detail below:

Vision: to be a leading logistics, mobility and dealerships business in the regions in which the Group operates.
Purpose: to make a tangible and positive impact on customers, stakeholders and the environment whilst building businesses that provide operational and service excellence.
Ambition: to continue to build a business that is able to improve its economic value and add more residual wealth over time whilst generating real earnings growth and a significant return on net operating assets beyond the Group's weighted average cost of capital.

17.3 Super Group's core strategic objectives

17.3.1 Super Group's core strategic objectives are set out in more detail below:

Focus on sustainable growth. Super Group has the financial strength, acumen and proven ability to explore and leverage growth opportunities.
Leverage high growth investment opportunities in leading logistics and mobility solutions across sub-Saharan Africa, the UK and Europe.
Commitment to shared value creation. The growth strategy and measures of success encompass economic, environmental and social dimensions.
Expand locally and internationally to provide investors with low-risk exposure to sub-Saharan Africa, the UK and Europe.
Maintain technological leadership that enables the business and its clients to benefit from cost reduction, improved efficiency and competitive advantage.

17.4 Super Group simplified Group structure before and after completion of the Transaction

Before the Transaction

Key:
* JSE listed
† ASX listed

After the Transaction

*JSE listed

17.5 Prospects of the Group after completion of the Transaction

17.5.1 Leading market positioning in regional logistics sectors creates a strategic platform for sustainable growth.

17.5.2 Recovery of automotive volumes in the UK and Europe should drive increased revenue and operational efficiencies.

17.5.3 Technological leadership centred on digitised and customised solutions will underpin client retention and market share gains.

17.5.4 A strategic focus on improved operational performance and technology enabled costs savings should afford meaningful organic growth opportunities.

17.5.5 Technological prowess will enable the Group to unlock the value inherent in digitised data, machine learning and artificial intelligence whilst optimising flexibility and visibility.

17.5.6 An integrated solution across logistics and mobility solutions and a strong management team will optimise business mix and improve capital returns and cash generation.

17.5.7 Capital allocation will be aimed at organically growing key sector positions, mainly organically. Thereafter, Super Group will assess its position in terms of share buy-back programmes and future dividend levels.

17.5.8 Looking ahead, the Group will focus primarily on organic growth, cash generation and a conservative balance sheet to enable sustainable growth in a volatile and, at times, constrained logistics and mobility solutions environment.

17.6 Investment proposition after completion of the Transaction

17.6.1 Following completion of the Transaction, Super Group will remain a leading, purposefully diversified logistics and mobility solutions company operating in sub-Saharan Africa, the UK and Europe. The Transaction will result in a continued resilient, flexible and sustainable financial profile, with a cash generation ability. The Group's capital allocation will focus on compelling growth opportunities in sub-Saharan Africa through its Supply Chain Africa, Dealerships SA and Fleet Africa divisions and in Europe and the UK, through its Supply Chain Europe and Dealerships UK divisions.

17.6.2 The following key strengths underpin the strategic positioning and investment case for Super Group after the completion of the Transaction:

Business of scale with high barriers to entry operating in the logistics and mobility solutions sectors: Super Group is a leading logistics and mobility solutions operator in an attractive and diversified market. The Group began as a single short-term truck hire business in the early 1990s in Johannesburg and has evolved into a multinational group occupying sector leading positions in 22 countries. The strategically located operations in South Africa, Mauritius, Germany, Spain and the UK position the Group to provide best-in-class customer solutions that attract and retain high profile clients. Super Group's integrated logistics capabilities covering warehousing, distribution and inventory management, meet the growing client preference for single-source logistics and mobility solutions, leading to trusted long-term client relationships and recurring revenue. Super Group's established platform, technologies and track record of consistent growth and scale, which has been built up over the past decade, cannot be easily replicated. Super Group holds unique scarcity value as one of the few logistics and mobility solutions companies on the JSE, providing exclusive exposure to the logistics and mobility solutions sector within South Africa's public markets.
Exposure to industries highly geared to the macro-economic environment: Super Group is well positioned through its exposure to diverse industries and sectors to leverage off improvements in the current macro-economic environment, such as decreasing interest and inflation rates and increasing GDP growth rates in South Africa. It is well placed to benefit from the demand for logistics services as e-commerce expands and global supply chains require increased efficiency. Dealerships in South Africa have continued to gain traction due to the Group's growing representation of volume and value brands, which assist in meeting the changing needs of pressurised consumers. Super Group has a strong position in sub-Saharan Africa as it handles the inbound transport and distribution of fuel, tyres, building materials and fast-moving consumer goods. On the export side, Super Group plays a significant role in the export of copper and

other commodities from the Democratic Republic of Congo, Zambia and Zimbabwe. Commodity exports are expected to remain strong in the medium term due to significant global demand for alternative energy solutions and substrates.

Offers investors access to purposeful diversification across geographies, industries and divisions reducing volatility, providing a stable long-term investment and enhancing overall resilience: By serving sectors and geographies with varying logistics and mobility solutions (e.g., retail, automotive, healthcare and manufacturing), Super Group maintains flexibility and adaptability, which are essential amid shifting market demands. The geographic breadth enables it to simultaneously leverage both mature and emerging markets, providing stability and resilience. Currency diversity further reduces dependency on a single market, industry or geography.
Best-in-class service offering with long-standing blue-chip customers, offering innovative and client centric market-leading technology solutions: Super Group's leading position across a number of market sectors has been developed over the past decade through its best-in-class service offering providing customers with single-source logistics and mobility solutions with value adding technology and initiatives. Super Group's commitment to service, quality and reliability continues to attract and retain high-profile clients. Its leadership in outsourced logistics solutions, especially in South Africa, enhances client loyalty among customers and provides stable revenue, adding financial stability. Super Group has incorporated artificial intelligence and machine learning into its planning functions to further enhance client turnaround times, route optimisation and estimated arrival times. The mining of nearly one petabyte of data supports new solutions and cost saving across a diverse client base. Real-time GPS tracking and telematics further empower clients to monitor fleet performance, route efficiencies, and reduce costs to enhance customer satisfaction and reduce operating costs. In addition, initiatives such as customs management and compliance help minimise delays and ensure clients receive streamlined cross-border services. Ongoing investment in fleet, technology and alternative energy solutions enables Super Group to maintain flexible, cost-effective options for clients, further contributing to its competitive edge in global supply chains.
Exposure to OEM's that are increasingly gaining market shares in the Dealerships division: Super Group's SA and UK dealerships contribute significantly to revenue (c.53.2% in FY2024), with a diverse portfolio of vehicle brands and locations that appeal to a wide customer base. By partnering with leading automotive brands, Super Group secures a competitive advantage in the dealerships market, establishing trust and reliability among clients. The Group maintains strong relationships with original equipment manufacturers ("OEMs") to manage vehicle availability and flexibility in order books across brands. These OEMs have focused on producing affordable yet feature-rich vehicles, adapting its products to suit local conditions and preferences and enabling Super Group to position itself to capture growth through selling vehicle brands that are increasing market share, particularly within South Africa. The SA dealerships represent over 30 brands, with consistent growth in market share across the majority of these. Dealerships SA has consistently outperformed NAAMSA new vehicle sales statistics. In the UK, the Group has expanded its operations into higher growth brands, such as Hyundai and Kia, whilst Ford remains a significant participant in both the commercial and passenger vehicle market.
Strong and resilient financial position, providing flexibility to benefit from economies of scale through compelling organic and acquisitive growth: Super Group has consistently focused on achieving sustainable growth. The consistent revenue and EBITDA growth over the past few years is testament to its diversified offering and strong customer retention. The compound annual growth rates of revenue and EBITDA (as reflected in Super Group's published annual financial statements for the years ended 30 June 2014 and 30 June 2024 published on 23 September 2014 and 10 September 2024, respectively) of 15.1% and 11.4% respectively highlights the success of the Group's market reach and adaptability. Leading logistics and mobility solutions allow Super Group to maintain a competitive edge, especially in complex and multi-dimensional logistics channels. The Group has a strong balance sheet position with substantial liquidity and an appropriate level of gearing. Enhanced financial flexibility and direct access to equity and debt capital markets ensure headroom for expansion. This will enable the Group to scale through organic expansion and strategic acquisitions that have the ability to accelerate growth, which is central to its continued development as a market-leading logistics and mobility solutions provider. The Group has positive free cash flow generation and has a robust capital allocation strategy, including the payment of dividends since 2021.

Highly experienced, long-serving and dedicated management team with in-depth industry knowledge, track record and proven ability to navigate the Group: The Super Group management team brings extensive logistics and mobility solutions experience and expertise, enabling strategic decisions in cost management, client acquisition, and technology adoption. Management has a proven track record of performance of navigating the business through challenges. These include the rebuilding of the Group's logistics and other businesses and recovery of the balance sheet since 2009. The Group has also diversified from a minor fast-moving consumer goods distribution role into many new sectors, including fuel distribution, quick-service restaurants, convenience store markets and the mining environment. The experienced management team has an average of 14 years of service with Super Group and will remain with the Group post completion of the Transaction. Long-serving management include the Chief Executive Officer and Chief Financial Officer, who have been with the Group in their positions since 2009 and 2010, respectively. The Chief Executive Officer and other executives fulfil leading roles in the Road Freight Association of South Africa and the related industry bargaining council. There are also several executive management individuals who have been with the Group in excess of 10 years. The executive team has achieved revenue growth of 15.1%, EBITDA growth of 11.4% and operating profitability growth of 9.4% over the last 10 years. These calculations are based on the revenue, EBITDA and operating profit before capital items reflected in Super Group's published annual financial statements for the years ended 30 June 2014 and 30 June 2024 published on 23 September 2014 and 10 September 2024, respectively.

18. MATERIAL CONTRACTS

Save for the SID and the Cooperation Agreement and as disclosed below, there have been no material contracts, entered into either verbally or in writing by Super Group or its subsidiaries, being restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of business, within the two years prior to the last practicable date or at any time containing any obligation or settlement that is material to the Group and/or its subsidiaries, as at the last practicable date.

Date of announcement	Details
19 July 2023	Acquisition of a 78.82% share in CBW Group Holdings Limited (AMCO) for a purchase consideration of R740 million, which was deemed to be a category 2 transaction in terms of the Listings Requirements. The remaining shares are held by management shareholders in CBW Group Holdings Limited. This is done to align the goals of management with Super Group in creating shareholder value.

19. FINANCIAL INFORMATION

19.1 Historical financial information

The audited consolidated financial statements of Super Group for the financial year ended 30 June 2024 have been incorporated by reference in terms of paragraph 31 of this circular.

19.2 Pro Forma Financial Information

19.2.1 The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds is set out in Annexure I of this circular and is presented in accordance with the provisions of the Listings Requirements and the Revised Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants. The Pro Forma Financial Information including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the Board.

19.2.2 The accounting policies used in the preparation of the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds are compliant with IFRS and are consistent with those applied in the financial statements of Super Group for the financial year ended 30 June 2024. It has been assumed, for purposes of the pro forma financial effects, that the Transaction and Use of Proceeds took place with effect from 1 July 2023 for the Pro Forma Consolidated Statement of Comprehensive Income and as at 30 June 2024 for the Pro Forma Consolidated Statement of Financial Position.

19.2.3 The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds has been prepared for illustrative purposes only, to provide information on how the Transaction and Use of Proceeds may have affected the financial position of Super Group. Due to its nature, the Pro Forma Financial Information may not fairly represent Super Group's financial position, comprehensive income or changes in equity after the Transaction and Use of Proceeds.

19.2.4 The table below is a summary of the detailed Pro Forma Financial Information as set out in Annexure I.

	Before the Transaction and Use of Proceeds^{1}	Pro forma after the Transaction and Use of Proceeds^{2}	Percentage change (%)
Net Asset Value per ordinary share (cents)^{3}	4 290	3 829	(10.7%)
Net Tangible Asset Value per ordinary share (cents)^{3}	690	2 388	246.1%
Earnings per share (“EPS”)^{4}
Continuing operations
– Basic EPS (cents)	12.9	(111.4)	(963.6%)
– Diluted EPS (cents)	12.9	(111.4)	(963.6%)
Discontinued operations
– Basic EPS (cents)	–	1 382.8	n/m
– Diluted EPS (cents)	–	1 382.5	n/m
Total
– Basic EPS (cents)	12.9	1 271.4	9 755.8%
– Diluted EPS (cents)	12.9	1 271.1	9 753.5%
Headline earnings per share (“HEPS”)^{4}
Continuing operations
– Basic HEPS (cents)	353.8	229.5	(35.1%)
– Diluted HEPS (cents)	353.7	229.4	(35.1%)
Discontinued operations
– Basic HEPS (cents)	–	–	n/m
– Diluted HEPS (cents)	–	–	n/m
Total
– Basic HEPS (cents)	353.8	229.5	(35.1%)
– Diluted HEPS (cents)	353.7	229.4	(35.1%)
Shares net of treasury shares (million)	338.724	338.724	0%
Weighted average number of Shares in issue (million)	337.460	337.460	0%
Weighted average number of Shares in issue for diluted calculation (million)	337.542	337.542	0%

Notes and assumptions:

The "Before the Transaction and Use of Proceeds" column has been extracted, without adjustment, from the Company's consolidated financial results for the year ended 30 June 2024, except for the Net Asset Value per ordinary share and Net Tangible Asset Value per ordinary share which has been calculated, without adjustment, from the Company's consolidated results for the year ended 30 June 2024. The Company's consolidated results for the year ended 30 June 2024, can be accessed on Super Group's website at https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf, and is available for inspection at the registered office of Super Group as set out in the "Corporate information and advisors" section of this circular.
The "Pro forma after the Transaction and Use of Proceeds" column reflects the impact of the pro forma adjustments on Super Group as a consequence of the Transaction. The effects of the Use of Proceeds are calculated on the assumption that the purchase consideration will be utilised to settle South African interest-bearing borrowings amounting to R1.96 billion and to declare a distribution to Shareholders of approximately R16.30 per share.
Pro forma net asset and net tangible asset value per share are based on the principal assumption that the Transaction and Use of Proceeds were effective on 30 June 2024.
Pro forma earnings and headline earnings per share are based on the principal assumption that the Transaction and Use of Proceeds were effective on 1 July 2023.

19.2.5 The Pro Forma Financial Information should be read in conjunction with the independent auditor's assurance report thereon, as contained in Annexure 2 of this circular.

19.3 Normalised Financial Information

19.3.1 The Normalised Financial Information of Super Group (as defined below) illustrates what the Super Group Consolidated Statement of Financial Position, both pre and post the Transaction and the Use of Proceeds would look like after adjusting for the impaired inTime goodwill and intangible assets of R1 197.4 million and R10.6 million respectively totalling R1 208.0 million before tax ("Impairments") (collectively "Normalised Financial Information"). The Normalised Financial Information comprises Columns 10, 11 and 12 to the Pro Forma Consolidated Statement of Comprehensive Income of Super Group set out in Annexure 1 to this circular and is presented in accordance with the provisions of the Listings Requirements, including the Guidance Letter: Presentation of Pro Forma Financial Information dated 4 March 2010. The Normalised Financial Information including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the Board.

19.3.2 The normalised headline earnings are not affected by the Impairments given the Impairments were already adjusted for in headline earnings presented in the audited financial statements at 30 June 2024. Due to its nature, the Normalised Financial Information may not fairly represent Super Group's financial position, comprehensive income or changes in equity after the Impairments.

19.3.3 The table below is a summary of the detailed Normalised Financial Information as set out in Annexure I of this circular.

	Super Group published results for the year ended 30 June 2024	Super Group normalised results pre-Transaction	Percentage change (%)	Super Group after the Transaction and Use of Proceeds	Super Group normalised results post-Transaction	Percentage change (%)
Earnings per share ("EPS")^{4}
Continuing operations
- Basic EPS (cents)	12.9	358.4	2 678.3%	(111.4)	234.1	(310.1%)
- Diluted EPS (cents)	12.9	358.3	2 677.5%	(111.4)	234.0	(310.1%)
Discontinued operations
- Basic EPS (cents)	-	-	-	1 382.8	1 382.8	0.0%
- Diluted EPS (cents)	-	-	-	1 382.5	1 382.5	0.0%
Total
- Basic EPS (cents)	12.9	358.4	2 678.3%	1 271.4	1 616.9	27.2%
- Diluted EPS (cents)	12.9	358.3	2 677.5%	1 271.1	1 616.5	27.2%
Headline earnings per share ("HEPS")^{4}
Continuing operations
- Basic HEPS (cents)	353.8	353.8	0.0%	229.5	229.5	0.0%
- Diluted HEPS (cents)	353.7	353.7	0.0%	229.4	229.4	0.0%
Discontinued operations
- Basic HEPS (cents)	-	-	-	-	-	-
- Diluted HEPS (cents)	-	-	-	-	-	-
Total
- Basic HEPS (cents)	353.8	353.8	0.0%	229.5	229.5	0.0%
- Diluted HEPS (cents)	353.7	353.7	0.0%	229.4	229.4	0.0%
Shares net of treasury shares (million)	338.7	338.7	0.0%	338.7	338.7	0.0%
Weighted average number of Shares in issue (million)	337.5	337.5	0.0%	337.5	337.5	0.0%
Weighted average number of Shares in issue for diluted calculation (million)	337.5	337.5	0.0%	337.5	337.5	0.0%

19.3.4 The Normalised Financial Information should be read in conjunction with the independent auditor's assurance report thereon, as contained in Annexure 3 of this circular.

20. MATERIAL CHANGES

Save as disclosed in Super Group's trading statement published on SENS on Thursday, 23 January 2025 there has been no material change in the financial or trading position of the Group that has occurred since the publication of the audited financial statements for year ended 30 June 2024.

21. MAJOR SHAREHOLDERS

21.1 As at 27 December 2024, being the date of the latest beneficial download of Super Group Shareholders, the following Shareholders are beneficially interested, directly or indirectly, in 5% or more of the Shares in issue:

Name of Shareholder	Number of Shares held	Percentage of issued share capital (%)*
Public Investment Corporation	62 091 533	18.33
Allan Gray Asset Management	61 086 887	18.03
Aylett & Co	23 239 065	6.86
Fairtree Capital	19 685 442	5.81
PSG Asset Management	17 977 202	5.31
Total	184 080 129	54.34

*Excluding treasury shares of 1 276 435

21.2 There is no controlling Shareholder.

22. MATERIAL LOANS

22.1 The material loans of Super Group as at the last practicable date are set out in Annexure 9 of this circular.
22.2 Super Group's intention is to settle up to R1.96 billion of its South African interest-bearing borrowings with the proceeds of the Transaction.

23. MATERIAL RISKS

The material risks of Super Group have been incorporated by reference in terms of paragraph 31 of the circular.

24. WORKING CAPITAL STATEMENT

Having made due and careful enquiry as to the working capital requirements of Super Group for the twelve months following the date of issue of this circular, the Board is of the opinion that the working capital of Super Group and its subsidiaries is sufficient for the current requirements of Super Group and will be adequate for at least the next twelve months from the date of issue of this circular. The Transaction will generate approximately AUD641.4 million (approximately R7.53 billion based on the AUD/ZAR exchange rate of R11.75/AUD1 as at the date of signature of the SID) in gross proceeds. After preliminary expenses and settling up to R1.96 billion of Super Group's interest-bearing borrowings in South Africa, Super Group will utilise the remaining proceeds to pay the distribution.

25. LITIGATION STATEMENT

As at the last practicable date, there are no legal or arbitration proceedings, including proceedings that are pending or threatened, of which Super Group is aware, that may have or have had, in the twelve-month period preceding the date of this circular, a material adverse effect on the financial position of Super Group.

26. INFORMATION IN RESPECT OF THE DIRECTORS

26.1 Directors' interests in Super Group Shares

26.1.1 The direct and indirect beneficial interests of the Directors, and their associates in the ordinary share capital of Super Group, as at 30 June 2024, have been incorporated by reference in terms of paragraph 31 of the circular.

26.1.2 The direct and indirect beneficial interests of the Directors, and their associates (including any directors who resigned in the eighteen months preceding the last practicable date), in the ordinary share capital of Super Group as at 27 December 2024, being the date of the latest beneficial download of Super Group Shareholders, are set out below:

Director	Direct beneficial	Deferred Share Plan	Total	Percentage of total Super Group issued share capital
Executive
P Mountford	785 723	695 607	1 481 330	0.436%
C Brown	384 450	315 671	700 121	0.206%
Total	1 170 173	1 011 278	2 181 451	0.642%

26.1.3 The reduction in the executive Directors' deferred share plan shares subsequent to 30 June 2024 relate to the on-market sale of Shares to settle tax obligations.

26.2 Directors' interests in transactions

26.2.1 The following Directors hold a direct beneficial shareholding in the ordinary share capital of SG Fleet as at the last practicable date:

Director	Direct beneficial	Percentage of total SG Fleet issued share capital
Executive
P Mountford	580 000	0.1696%
C Brown	122 639	0.0359%
Total	702 639	0.2055%

26.2.2 In addition, Peter Mountford is a non-executive director of SG Fleet as a nominee of Bluefin Investments.

26.2.3 Save for as disclosed above, none of the Directors (including any directors who resigned in the eighteen months preceding the last practicable date) have any material beneficial, direct or indirect interest in the Transaction or in any transactions that were effected by Super Group during the current or immediately preceding financial year or during an earlier financial year and remain in any respect outstanding or unperformed.

26.3 Directors' remuneration and service contracts

26.3.1 The remuneration of the Directors for the financial year ended 30 June 2024 have been incorporated by reference in terms of paragraph 31 of the circular. The remuneration of the Directors will not be varied as a result of the Transaction.

26.3.2 Contracts of employment with executive Directors were concluded on terms and conditions that are standard for such appointments and contain normal terms of employment. Details of the contracts of employment have been incorporated by reference in terms of paragraph 31 of this circular.

26.3.3 There are no service contracts in place in respect of non-executive Directors.

26.4 Directors' recommendation

26.4.1 Having regard to the terms and conditions of the Transaction, the Board is of the opinion that the terms of the Transaction are in the interests of the Shareholders and, accordingly, recommends that Shareholders vote in favour of the Resolutions necessary to effect the Transaction in the absence of a Superior Proposal (as defined in the SID).

26.4.2 The Directors, in their personal capacities, intend to vote the Shares held by them in favour of the Resolutions to be proposed at the general meeting in the absence of a Superior Proposal (as defined in the SID).

26.4.3 Subject to the passing of the Transaction Resolution, Super Group intends to vote all its SG Fleet Shares, held through its wholly owned subsidiary Bluefin Investments, in favour of the Scheme at the SG Fleet Shareholder meeting to approve the Scheme, in the absence of a Superior Proposal (as defined in the SID).

PART 4 - GENERAL

27. RESPONSIBILITY STATEMENT

The Directors, whose names are listed on page 12 of this circular, collectively and individually accept full responsibility for the accuracy of the information given 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 this circular contains all information required by the Listings Requirements.

28. PRELIMINARY AND ISSUE EXPENSES

28.1 The estimated expenses that will be incurred by Super Group in respect of the Transaction excluding VAT are approximately R19.5 million and include the following:

Transaction Costs		ZAR'000
Financial Advisor and Transaction Sponsor	Investec	15 000
Legal Advisor	Fluxmans Inc.	3 000
Independent Auditor	KPMG	300
Estimated other expenses (consulting, printing and stationary costs)	N/A	1 200
Total		19 500

28.2 Other than as set out above, Super Group has incurred no preliminary expenses in relation to the Transaction, during the three years preceding this circular.

28.3 The estimated expenses that will be incurred by SG Fleet in respect of the Scheme excluding tax are approximately AUD13.3 million.

29. ADVISORS' CONSENTS

29.1 Each of the advisors, whose names appear in the "Corporate information and advisors" section which can be found on page 1 of this circular have consented in writing to the inclusion of their names and reports in the circular in the form and context in which they appear and have not withdrawn their consents prior to the publication of this circular.

29.2 The independent auditor has consented to references to its reports in the form and context in which they appear and has not withdrawn its consent prior to the publication of the circular. KPMG has confirmed that the contents of the circular are not contradictory to the information contained in its reports.

30. CONFLICTS

30.1 In its capacity as financial advisor and transaction sponsor, Investec confirms that there is no matter that would impact on its ability to exercise reasonable care and judgement to achieve and maintain independence and objectivity in professional dealings in relation to Super Group, and that would impact on its ability to act within the Code of Conduct as set out in the Listings Requirements.

30.2 Investec has various internal procedures in place to ensure that its ability to act independently as transaction sponsor is not compromised. Pursuant to these internal procedures, Investec has a compliance control room function that identifies and manages conflict risks and ensures that strict information barriers are maintained to ensure that, as transaction sponsor, it is able to act independently from other divisions within Investec. Investec also enforces and implements physical and logical access restrictions to information, which is limited to deal teams for whom the information is relevant, for the purpose of fulfilling the client mandate.

31. INFORMATION INCORPORATED BY REFERENCE AND SUPPORTING DOCUMENTS

31.1 Super Group

31.1.1 The following information has been incorporated by reference and is available for viewing on the Company's website https://supergroup.co.za:

Item number	Document	Document reference
(1)	Super Group historical financial information for the years ended 30 June 2024, 2023 and 2022	https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf
(2)	Super Group material risks, pages 28 – 30 of the integrated annual report	https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_IAR_2024_IAFinal_16October24_2.pdf
(3)	The Directors' remuneration, pages 104 – 111 of the annual financial statements	https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf
(4)	Details of service contracts of Directors, page 106 of the annual financial statements	https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf

31.1.2 There have been no changes to the information incorporated by reference in terms of (2), (3) and (4) above between 30 June 2024 and the last practicable date.

31.2 SG Fleet

31.2.1 The following information has been incorporated by reference and is available for viewing on the SG Fleet website https://www.sgfleet.com/:

Item number	Document	Document reference
(1)	SG Fleet historical financial information for the years ended 30 June 2024, 2023, 2022	https://investors.sgfleet.com/Investors/?page=results-centre

32. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the registered office of Super Group at 27 Impala Road, Chislehurston, Sandton, Gauteng, 2196, and will also be electronically available by making an email request to the Company Secretary at [email protected], from the date of publication of this circular up to and including the date of the general meeting:

the MOI of Super Group and its major subsidiaries;
the Scheme Implementation Deed;
the Cooperation Agreement;
the signed independent auditor's assurance report on the compilation of the Pro Forma Financial Information set out in Annexure 2;

the signed independent auditor's assurance report on the compilation of the Normalised Financial Information (as defined in section 19.3) set out in Annexure 3;
the material contracts of Super Group referenced in paragraph 18 of this circular;
the advisors' consents as per paragraph 29 of this circular;
Super Group's annual financial statements for the three years ended 30 June 2024, 2023 and 2022; and
a signed copy of this circular.

By order of the Board

(Being duly authorised hereto to sign this circular for and on behalf of each and every Director of the Company in accordance with a round robin resolution of the Board signed by each and every Director)

Super Group Limited
Peter Mountford
Director

3 February 2025

ANNEXURE I

PRO FORMA FINANCIAL INFORMATION OF SUPER GROUP AFTER THE TRANSACTION AND USE OF PROCEEDS

Basis of Preparation – Pro Forma Financial Information

The definitions and interpretations commencing on page 8 of the Circular have been used throughout this annexure. The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds should be read in conjunction with paragraph 4 of the Circular.

The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds, as set out in this Circular, consists of the:

Pro Forma financial effects;
Pro Forma Consolidated Statement of Financial Position as at 30 June 2024; and
Pro Forma Consolidated Statement of Comprehensive Income for the year ended 30 June 2024.

The tables below set out the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds that has been prepared to illustrate the financial effects of the Transaction and the Use of Proceeds on the historical financial information of Super Group being the audited results for the year ended 30 June 2024.

The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds has been prepared for illustrative purposes only, and because of its nature, does not fairly present Super Group's financial position, changes in equity, or results of operations.

The Pro Forma Consolidated Statement of Comprehensive Income has been prepared on the assumption that the Transaction and Use of Proceeds took place on 1 July 2023 for the results for the year ended 30 June 2024. The Pro Forma Consolidated Statement of Financial Position was prepared on the assumption that the Transaction and Use of Proceeds took place on 30 June 2024. As a consequence, there will be a disconnect between the amounts reflected in the Pro Forma Consolidated Statement of Comprehensive Income and the amounts presented on the Pro Forma Consolidated Statement of Financial Position. This disconnect is further exacerbated by the differing foreign exchange rates that are applied to the respective reporting periods.

The Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds has been prepared using the accounting policies of Super Group, which comply with IFRS and are consistent with those applied at 30 June 2024. The presentation of the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds is in accordance with the Listings Requirements and the Revised Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.

The Directors are responsible for the compilation, contents, and preparation of the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds. Their responsibilities include determining that the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds has been properly compiled on the basis stated, and that the Pro Forma adjustments are appropriate for purposes of the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds disclosed pursuant to the Listings Requirements.

The Pro Forma financial effects, the Pro Forma Consolidated Statement of Financial Position as at 30 June 2024 and the Pro Forma Consolidated Statement of Comprehensive Income for the year then ended, should also be read in conjunction with the independent auditor's assurance report on the compilation of the Pro Forma Financial Information of Super Group after the Transaction and Use of Proceeds which is set out in Annexure 2 to this Circular.

Basis of Preparation – Normalised Financial Information

The Directors are responsible for the compilation, contents, and preparation of the Normalised Financial Information presented in Columns 10, 11 and 12 to the Pro Forma Consolidated Statement of Comprehensive Income. Their responsibilities include determining that the Normalised Financial Information has been properly compiled on the basis stated, and that the adjustments are appropriate for purposes of the Normalised Financial Information disclosed pursuant to the Listings Requirements. The purpose of the Normalised Financial Information is to illustrate what Super Group's Consolidated Statement of Comprehensive Income would look like both pre and post the Transaction and Use of Proceeds, excluding the Impairments.

The Normalised Financial Information should also be read in conjunction with the independent auditor's assurance report on the compilation of the Normalised Financial Information presented in Columns 10, 11 and 12 to the Pro Forma Consolidated Statement of Comprehensive Income of Super Group which is set out in Annexure 3 to this Circular.

PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Super Group published results for the year ended 30 June 2024 Audited Note 1 R'000	Disposal of SG Fleet business Pro forma Note 2 R'000	Reversal of fees received and interest recovered from SG Fleet Segment Pro forma Note 3 R'000	Transaction costs incurred and profit on sale of SG Fleet Pro forma Note 4 R'000	FCTR and cash flow hedges recognised in equity recycled through profit or loss Pro forma Note 5 R'000	Reallocation to discontinued operations Pro forma Note 6 R'000	Finance cost saved on interest-bearing debt repaid and interest earned on deposit Pro forma Note 7 R'000	Impart of dividend paid on interest earned on deposit Pro forma Note 8 R'000	Super Group after the Transaction and Use of Proceeds Pro forma Note 9 R'000	Normalised Financial Information
										Reversal of inTime goodwill and intangible asset impairments Normalisation Note 10 R'000	Super Group normalised results post Transaction Normalised Note 11 R'000	Super Group normalised results pre-Transaction Normalised Note 12 R'000
CONTINUING OPERATIONS
Revenue	64 899 034	(12 961 206)	-	-	-	-	-	-	51 937 828	-	51 937 828	64 899 034
Operating expenditure – excluding capital items and net impairment of receivables	(56 356 106)	8 442 024	(80 959)	-	-	-	-	-	(47 995 041)	-	(47 995 041)	(56 356 106)
Operating expenditure – net impairment of receivables	(97 900)	-	-	-	-	-	-	-	(97 900)	-	(97 900)	(97 900)
EBITDA	8 445 028	(4 519 182)	(80 959)	-	-	-	-	-	3 844 887	-	3 844 887	8 445 028
Depreciation and amortisation	(4 650 152)	2 739 051	-	-	-	-	-	-	(1 911 101)	-	(1 911 101)	(4 650 152)
Operating profit before capital items	3 794 876	(1 780 131)	(80 959)	-	-	-	-	-	1 933 786	-	1 933 786	3 794 876
Net capital items	(1 181 158)	-	-	4 028 576	637 784	(4 666 360)	-	-	(1 181 158)	1 207 996	26 838	26 838
Finance costs	(2 649 351)	1 191 059	(19 141)	-	-	-	196 086	-	(1 281 347)	-	(1 281 347)	(2 649 351)
Investment income	1 443 007	(848 910)	-	-	-	-	542 635	(509 054)	627 678	-	627 678	1 443 007
Profit before income tax	1 407 374	(1 437 982)	(100 100)	4 028 576	637 784	(4 666 360)	738 721	(509 054)	98 959	1 207 996	1 306 955	2 615 370
Income tax expense	(789 876)	428 924	10 402	-	-	-	(199 455)	137 445	(412 560)	(3 149)	(415 709)	(793 025)
Profit for the year from continuing operations	617 498	(1 009 058)	(89 698)	4 028 576	637 784	(4 666 360)	539 266	(371 609)	(313 601)	1 204 847	891 246	1 822 345
DISCONTINUED OPERATIONS
Profit before income tax	-	-	-	-	-	4 666 360	-	-	4 666 360	-	4 666 360	-
Income tax expense	-	-	-	-	-	-	-	-	-	-	-	-
Profit for the year from discontinued operations	-	-	-	-	-	4 666 360	-	-	4 666 360	-	4 666 360	-

	Super Group published results for the year ended 30 June 2024 Audited Note 1 R'000	Disposal of SG Fleet business Pro forma Note 2 R'000	Reversal of fees received and interest recovered from SG Fleet Segment Pro forma Note 3 R'000	Transaction costs incurred and profit on sale of SG Fleet Pro forma Note 4 R'000	FCTR and cash flow hedges recognised in equity recycled through profit or loss Pro forma Note 5 R'000	Reallocation to discontinued operations Pro forma Note 6 R'000	Finance cost saved on interest-bearing debt repaid and interest earned on deposit Pro forma Note 7 R'000	Super Group after the Transaction and Use of Proceeds Pro forma Note 8 R'000	Normalised Financial Information
									Reversal of inTime goodwill and intangible asset impairments Normalisation Note 10 R'000	Super Group normalised results pre-Transaction Normalised Note 11 R'000	Super Group normalised results pre-Transaction Normalised Note 12 R'000
Profit for the period attributable to:
Non-controlling interests - Continuing	574 025	(511 626)	-	-	-	-	-	-	62 399	38 855	101 254
Non-controlling interests - Discontinued	-	-	-	-	-	-	-	-	-	-	-
Equity holders of Super Group - Continuing	43 473	(497 432)	(89 698)	4 028 576	637 784	(4 666 360)	539 266	(371 609)	(376 000)	1 165 992	789 992
Equity holders of Super Group - Discontinued	-	-	-	-	-	4 666 360	-	-	4 666 360	-	4 666 360
CONTINUING OPERATIONS
Earnings per share (cents)
Basic earnings per share	12.9	(147.4)	(26.6)	1 193.8	189.0	(1 382.8)	159.8	(110.1)	(111.4)	345.5	234.1
Diluted earnings per share	12.9	(147.4)	(26.6)	1 193.5	189.0	(1 382.5)	159.8	(110.1)	(111.4)	345.4	234.0
Headline earnings per share (cents)
Basic headline earnings per share	353.8	(147.4)	(26.6)	-	-	-	159.8	(110.1)	229.5	-	229.5
Diluted headline earnings per share	353.7	(147.4)	(26.6)	-	-	-	159.8	(110.1)	229.4	-	229.4
DISCONTINUED OPERATIONS
Earnings per share (cents)
Basic earnings per share	-	-	-	-	-	1 382.8	-	-	1 382.8	-	1 382.8
Diluted earnings per share	-	-	-	-	-	1 382.5	-	-	1 382.5	-	1 382.5
Headline earnings per share (cents)
Basic headline earnings per share	-	-	-	-	-	-	-	-	-	-	-
Diluted headline earnings per share	-	-	-	-	-	-	-	-	-	-	-

	Super Group published results for the year ended 30 June 2024 Audited Note 1 R'000	Disposal of SG Fleet business Pro forma Note 2 R'000	Reversal of fees received and interest recovered from SG Fleet Segment Pro forma Note 3 R'000	Transaction costs incurred and profit on sale of SG Fleet Pro forma Note 4 R'000	FCTR and cash flow hedges recognised in equity recycled through profit or loss Pro forma Note 5 R'000	Reallocation to discontinued operations Pro forma Note 6 R'000	Finance cost saved on interest-bearing debt repaid and interest earned on deposit Pro forma Note 7 R'000	Super Group after the Transaction and Use of Proceeds Pro forma Note 8 R'000	Normalised Financial Information
									Reversal of inTime goodwill and intangible asset impairments Normalisation Note 10 R'000	Super Group normalised results post Transaction Normalised Note 11 R'000	Super Group normalised results pre-Transaction Normalised Note 12 R'000
TOTAL OPERATIONS
Earnings per share (cents)
Basic earnings per share	12.9	(147.4)	(26.6)	1 193.8	189.0	-	159.8	(110.1)	1 271.4	345.5	1 616.9
Diluted earnings per share	12.9	(147.4)	(26.6)	1 193.5	189.0	-	159.8	(110.1)	1 271.1	345.4	1 616.5
Headline earnings per share (cents)
Basic headline earnings per share	353.8	(147.4)	(26.6)	-	-	-	159.8	(110.1)	229.5	-	229.5
Diluted headline earnings per share	353.7	(147.4)	(26.6)	-	-	-	159.8	(110.1)	229.4	-	229.4
Additional information
Total issued shares less treasury shares ('000)	338 724	338 724	338 724	338 724	338 724	338 724	338 724	338 724	338 724	338 724	338 724
Weighted average number of shares in issue ('000)	337 460	337 460	337 460	337 460	337 460	337 460	337 460	337 460	337 460	337 460	337 460
Weighted average number of shares in issue for diluted calculation ('000)	337 542	337 542	337 542	337 542	337 542	337 542	337 542	337 542	337 542	337 542	337 542
Headline earnings reconciliation
Profit attributable to equity holders of Super Group Limited	43 473	(497 432)	(89 698)	4 028 576	637 784	(4 666 360)	539 266	(371 609)	(376 000)	1 165 992	789 992
Capital items	1 181 158	-	-	(4 028 576)	(637 784)	4 666 360	-	-	1 181 158	(1 207 996)	(26 838)
Impairment of property, plant and equipment	3 760	-	-	-	-	-	-	-	3 760	3 760	3 760
Impairment of intangible assets	10 767	-	-	-	-	-	-	-	10 767	(10 567)	200
Impairment of goodwill	1 204 429	-	-	-	-	-	-	-	1 204 429	(1 197 429)	7 000
FCTR recycled through profit or loss	-	-	-	-	(637 784)	637 784	-	-	-	-	-
Profit on sale of subsidiary Fair value adjustment to investment property	-	-	-	(4 028 576)	-	4 028 576	-	-	-	-	-
Profit on disposal of property, plant and equipment	(4 200)	-	-	-	-	-	-	-	(4 200)	(4 200)	(4 200)
	(33 598)	-	-	-	-	-	-	-	(33 598)	(33 598)	(33 598)

	Super Group published results for the year ended 30 June 2024 Audited Note 1 R'000	Disposal of SG Fleet business Pro forma Note 2 R'000	Reversal of fees received and interest recovered from SG Fleet Segment Pro forma Note 3 R'000	Transaction costs incurred and profit on sale of SG Fleet Pro forma Note 4 R'000	FCTR and cash flow hedges recognised in equity recycled through profit or loss Pro forma Note 5 R'000	Reallocation to discontinued operations Pro forma Note 6 R'000	Finance cost saved on interest-bearing debt repaid and interest earned on deposit Pro forma Note 7 R'000	Impact of dividend paid on interest earned on deposit Pro forma Note 8 R'000	Super Group after the Transaction and Use of Proceeds Pro forma Note 9 R'000	Normalised Financial Information
										Reversal of inTime goodwill and intangible asset impairments Normalisation Note 10 R'000	Super Group normalised results pre-Transaction Normalised Note 11 R'000	Super Group normalised results pre-Transaction Normalised Note 12 R'000
Tax effect of capital items	5 500	-	-	-	-	-	-	-	5 500	3 149	8 649	8 649
Impairment of property, plant and equipment	(1 015)	-	-	-	-	-	-	-	(1 015)	-	(1 015)	(1 015)
Impairment of intangible assets	(3 203)	-	-	-	-	-	-	-	(3 203)	3 149	(54)	(54)
Fair value adjustment to investment property	776	-	-	-	-	-	-	-	776	-	776	776
Profit on disposal of property, plant and equipment	8 942	-	-	-	-	-	-	-	8 942	-	8 942	8 942
Non-controlling interest effect of capital items	(36 224)	-	-	-	-	-	-	-	(36 224)	38 855	2 631	2 631
Impairment of intangible assets	(1 854)	-	-	-	-	-	-	-	(1 854)	1 854	-	-
Impairment of goodwill	(37 001)	-	-	-	-	-	-	-	(37 001)	37 001	-	-
Profit on disposal of property, plant and equipment	2 631	-	-	-	-	-	-	-	2 631	-	2 631	2 631
Headline earnings	1 193 907	(497 432)	(89 698)	-	-	-	539 266	(371 609)	774 434	-	774 434	1 193 907

Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income

As it is assumed that the Transaction and Use of Proceeds occurred at the beginning of the year, the Australian Dollar values are converted using the average exchange rate of R12.25 for the year ended 30 June 2024. Should the conditions precedent not be fulfilled and the Transaction not progress, a break fee of AUD12.267 million or R150.271 million using the R12.25 average exchange rate will be expensed.

The audited results for the year ended 30 June 2024 have been extracted, without adjustment, from Super Group's audited results for the year ended 30 June 2024 as published on SENS on 11 September 2024, can be accessed on Super Group's website at https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf, and will be available for inspection at the registered office of Super Group as set out in paragraph 32 of this Circular.
This column removes SG Fleet's profit or loss for the year ended 30 June 2024 as reflected in Super Group's Operating Segment report of Super Group's audited results for year ended 30 June 2024. Super Group's Operating Segment report differs from the Audited Annual Financial Statements of SG Fleet due to consolidation journals processed at the Super Group level. The Audited Statement of Comprehensive Income Reconciliation set out below in the section titled "Statement of Profit or Loss Reconciliation" sets out a detailed reconciliation of the Audited Annual Financial Statements of SG Fleet to the Super Group's Operating Segment report.
Management fees and operating expenses previously recovered from the SG Fleet Operating Segment amounting to R81.0 million and Interest income earned from the SG Fleet Operating Segment of R19.1 million is reversed. These items will not recur post the Transaction.
Estimated once-off Transaction costs directly attributable to the sale of SG Fleet. These include fees for the independent auditor, sponsors fees, advisory fees, legal fees and printing and publication fees as disclosed in paragraph 28 to the Circular. The total Transaction costs are made up of Rand based payments of R19.5 million. These expenses are not tax deductible. The pre taxation profit on disposal is calculated using the purchase price attributable to Super Group of AUD641.4 million translated using the average rate of R12.25 (R7 859.9 million) and the net asset value of SG Fleet at 1 July 2023 of R3 811.8 million. The Transaction costs are deducted from the profit on sale resulting in the R4 028.6 million effect in Column 4. The Transaction does not trigger any tax consequences.
The effect of foreign currency translation of R586.6 million and derivative instrument hedging of R51.2 million previously recorded through Equity are recycled through profit or loss on the sale of SG Fleet. Recycling these components through profit or loss has no tax consequences.
The impact of note 4 and 5 is adjusted to the discontinued operations line on the Pro Forma Consolidated Statement of Comprehensive Income and are once-off adjustments.
It is assumed per paragraph 1 of the introduction and purpose of the Circular that R1.96 billion of the proceeds will be used to settle interest-bearing borrowings resulting in a finance cost saving at 10.03% per annum amounting to R196.1 million before taxation. The 10.03% effective rate was determined by reference to the finance cost saved on the R1.96 billion of Super Group's outstanding corporate bonds for the year ended 30 June 2024. The remaining cash of R5 885.4 million after paying Transaction costs mentioned in note 4 above of R19.5 million was assumed to earn interest at 9.22% per annum amounting to R542.6 million pre taxation. The interest that would have been earned on a 180-day deposit account for the financial year ending 30 June 2024 was expressed as an effective deposit rate amounting to 9.22%. The Pro Forma finance cost saved and interest earned result in a tax expense increase of R199.5 million. This adjustment will have a continuing effect.
It is assumed that a distribution of a dividend to Shareholders of approximately R16.30 per share was paid on 1 July 2023. The impact is a cash outflow of R5 521.2 million. The impact on interest earned at 9.22% per annum per note 7 above is a reduction in interest earned of R509.1 million before taxation with an income tax expense reduction of R137.4 million using Super Group's corporate tax rate of 27%. The reduction in the interest earned will have a continuing effect.
This column represents the pro forma impact of the Transaction and Use of Proceeds and is the result of adding Columns 1 to 8.
During the 30 June 2024 financial year Super Group impaired inTime goodwill and intangible assets of R 1 197.4 million and R10.6 million respectively totaling R1 208.0 million before tax. These Impairments were adjusted for in the headline earnings calculation as at 30 June 2024. The normalised headline earnings is not affected by the Impairments given the Impairments were already adjusted for in headline earnings presented in the financial statements at 30 June 2024.
Column 11 represents Super Group's Pro Forma Consolidated Statement of Comprehensive Income post the Transaction and Use of Proceeds, excluding the Impairments.
Column 12 represents Super Group's audited Consolidated Statement of Comprehensive Income before the Transaction and Use of Proceeds, excluding the Impairments.

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Super Group published results at 30 June 2024	Exclude SG Fleet business	Proceeds on disposal and interest-bearing debt repayment	Transaction costs	Dividend declaration	Super Group after pro forma adjustments
Audited	Pro forma	Pro forma	Pro forma	Pro forma	Pro forma
Note I	Note 2	Note 3	Note 4	Note 5
R'000	R'000	R'000	R'000	R'000	R'000
ASSETS
Non-current assets	44 056 712	(24 396 792)	-	-		19 659 920
Property, plant and equipment	11 003 194	(147 393)				10 855 801
ROU assets	2 250 334	(236 097)				2 014 237
Investment properties	173 657	-				173 657
Lease portfolio assets	17 954 051	(16 437 061)				1 516 990
Intangible assets	1 842 528	(1 095 413)				747 115
Goodwill	10 349 992	(6 214 167)				4 135 825
Investments and other non-current assets	343 971	(145 936)				198 035
Deferred tax assets	138 985	(120 725)				18 260
Current assets	32 838 806	(16 215 983)	5 838 077	(19 500)	(5 521 194)	16 920 206
Lease portfolio assets	7 249 791	(7 244 145)				5 646
Inventories	5 914 102	(528 418)				5 385 684
Trade receivables	8 098 822	(3 266 325)				4 832 497
Sundry receivables	2 759 997	(426 586)				2 333 411
Cash and cash equivalents	8 816 094	(4 750 509)	5 838 077	(19 500)	(5 521 194)	4 362 968
Total assets	76 895 518	(40 612 775)	5 838 077	(19 500)	(5 521 194)	36 580 126

	Super Group published results at 30 June 2024 Audited Note 1 R'000	Exclude SG Fleet business Pro forma Note 2 R'000	Proceeds on disposal and interest-bearing debt repayment Pro forma Note 3 R'000	Transaction costs Pro forma Note 4 R'000	Dividend declaration Pro forma Note 5 R'000	Super Group after pro forma adjustments Pro forma R'000
EQUITY AND LIABILITIES
Capital and reserves
Capital and reserves attributable to equity holders of Super Group	14 529 702	(3 811 832)	7 793 077	(19 500)	(5 521 194)	12 970 253
Non-controlling interests	3 778 763	(3 331 807)				446 956
Total equity	18 308 465	(7 143 639)	7 793 077	(19 500)	(5 521 194)	13 417 209
Non-current liabilities	30 838 835	(20 067 384)	(1 455 000)	-		9 316 451
Fund reserves	1 243 625	(1 192 010)				51 615
Non-controlling interest put options and other liabilities	361 795	(41 038)				320 757
Lease portfolio borrowings	14 448 880	(13 788 671)				660 209
ROU lease liabilities	2 156 360	(168 808)				1 987 552
Interest-bearing borrowings	10 390 892	(3 663 268)	(1 455 000)			5 272 624
Provisions	500 632	(339 257)				161 375
Deferred tax liabilities	1 736 651	(874 332)				862 319
Current liabilities	27 748 218	(13 401 752)	(500 000)	-	-	13 846 466
Non-controlling interest put option and other liabilities	325 694	-				325 694
Lease portfolio borrowings	7 248 219	(7 053 120)				195 099
ROU lease liabilities	628 433	(80 450)				547 983
Interest-bearing borrowings	1 689 187	(182)	(500 000)			1 189 005
Trade and other payables	16 625 113	(5 513 241)				11 111 872
Income tax payable	458 692	(500 190)				(41 498)
Provisions	772 880	(254 569)				518 311
Total equity and liabilities	76 895 518	(40 612 775)	5 838 077	(19 500)	(5 521 194)	36 580 126
Debt including ROU lease liabilities	36 561 971					9 852 472
Debt excluding ROU lease liabilities	33 777 178					7 316 937
Net debt	24 961 084					2 953 969
Net gearing	171.8%					22.8%
Number of shares ('000)	338 724					338 724
Net asset value (NAV) per share (ZAR)	42.90					38.29
Tangible NAV per share (ZAR)	6.90					23.88

Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Financial Position

As it is assumed that the Transaction and related costs occurred at the end of the year, the Australian Dollar values are converted using the 30 June 2024 closing rate of R12.15 as disclosed in Super Group's results for the year ended 30 June 2024.

The audited balances have been extracted, without adjustment, from Super Group's audited results for the year ended 30 June 2024 as published on SENS on 11 September 2024 and can be accessed on Super Group's website at https://supergroup.co.za/wp-content/uploads/pdf/Supergroup_AFS_2024_Final_16October24.pdf and will be available for inspection at the registered office of Super Group as set out in paragraph 32 of this Circular.
This column reflects SG Fleet's Statement of Financial Position at 30 June 2024 as reflected in Super Group's Operating Segment report of Super Group's audited results for the year ended 30 June 2024. Refer to Statement of Financial Position reconciliation on page 41. Since the classifications of certain assets and liabilities in the SG Fleet annual financial statements differ from those used in the Super Group annual financial statements, a reconciliation is necessary to show how these assets and liabilities are reclassified for disclosure in the Super Group annual financial statements.
Proceeds per the Transaction assumed to have been received on 30 June 2024 amounting to AUD641.4 million translated at the R12.15 closing rate totaling R7 793.1 million. It is assumed that R1.96 billion from the proceeds will be used to settle interest-bearing borrowings. As a result of the timing assumed, no finance cost saving or additional interest income is reflected in the Pro Forma effects of the Statement of Financial Position at 30 June 2024.
Estimated once-off Transaction costs directly attributable to the sale of SG Fleet. These include fees for the independent auditor, sponsors fees, advisory fees, legal fees and printing and publication fees. The total Transaction costs are made up of Rand based payments of R19.5 million. These expenses are not deductible for tax.
It is assumed that a distribution of a dividend to Shareholders of approximately R16.30 per share was paid on 30 June 2024. The impact is a cash outflow of R5 521.2 million. As a result of the timing assumed, no reduction in interest income is reflected in the Pro Forma effects of the Statement of Financial Position at 30 June 2024. A dividend withholding tax of 20% will be applicable to the dividend, unless the shareholder concerned is exempt from paying dividend withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement.
Foreign currency translation effect and derivative instrument hedging effect previously recorded through Equity recycled through profit or loss on the sale of SG Fleet. The impact of the entry is not visible on the Statement of Financial Position.
There are no subsequent events which require adjustment to the Pro Forma Consolidated Statement of Comprehensive Income.

Reconciliation of adjusting items between SG Fleet's Annual Audited Report at 30 June 2024 and SG Fleet's Operating Segment
The Statement of Comprehensive Income and Statement of Financial Position as published by SG Fleet on its website at https://investors.sgfleet.com/Investors/?page=results-centre for the year ended 30 June 2024 is reconciled to the financial information presented in the Operating Segment reports for this period to illustrate the impact related to the Transaction.

	SG Fleet published results for the year ended 30 June 2024 Audited AUD'000 Note 1	Reallocate interest income	Reallocate finance lease income	Australian Dollar subtotal	South African Rand subtotal	Holding company admin fee, finance cost allocation and consolidation entries	SG Fleet per Super Group Operating Segment report Audited R'000 Note 7
		AUD'000 Note 2	AUD'000 Note 3	AUD'000 Note 4	R'000 Note 5	R'000 Note 6
Revenue	1 127 027	(14 780)	(54 610)	1 057 637	12 961 206		12 961 206
Operating expenditure – excluding capital items	(682 381)		118	(682 263)	(8 361 065)	(80 959)	(8 442 024)
Operating expenditure – net impairment of receivables				-	-
EBITDA	444 646	(14 780)	(54 492)	375 374	4 600 141	(80 959)	4 519 182
Depreciation and amortisation	(223 507)			(223 507)	(2 739 056)		(2 739 056)
Operating profit before capital items	221 139	(14 780)	(54 492)	151 867	1 861 085	(80 959)	1 780 126
Finance costs	(95 629)			(95 629)	(1 171 924)	(19 141)	(1 191 056)
Investment income		14 780	54 492	69 272	848 921		848 921
Profit before income tax	125 510	-	-	125 510	1 538 082	(100 100)	1 437 982
Income tax expense	(35 849)			(35 849)	(439 326)	10 402	(428 924)
Profit for the year	89 661	-	-	89 661	1 098 757	(89 698)	1 009 059

Notes to the reconciliation of the information published by SG Fleet in its announcement on 26 August 2024 which can be found on https://investors.sgfleet.com/Investors?page=results-centre to the information presented in Column 2 of the Pro Forma Consolidated Statement of Comprehensive Income for the year ended 30 June 2024.
This column reflects the audited Statement of Comprehensive Income of SG Fleet for the year ended 30 June 2024 as published by SG Fleet on 26 August 2024 and is available on SG Fleet's website at https://investors.sgfleet.com/Investors?page=results-centre.
2. Interest income of AUD14.8 million reflected as Revenue in SG Fleet's published results is reallocated to Interest received for purposes of Super Group's reporting.
3. Finance lease income of AUD54.6 million reflected as Revenue in SG Fleet's published results is reallocated to Interest received for purposes of Super Group's reporting.
4. This column is a subtotal of the SG Fleet published results and all Australian Dollar denominated adjustments mentioned in 1 to 3 above.
5. This column represents the subtotal Column 4 translated at the 30 June 2024 year average exchange rate of R12.25.
6. Holding company operating costs of R81.0 million and finance costs of R19.1 million are allocated to the SG Fleet segment. The tax impact is R10.4 million.
SG Fleet's results as presented in the Super Group operating segment report for the year ended 30 June 2024 is presented in Column 7.

STATEMENT OF FINANCIAL POSITION RECONCILIATION

	SG Fleet published results for the year ended 30 June 2024 Audited AUD'000 Note 1	Allocate long service leave to provisions and ordinary leave to payables	Splitting liabilities between non-current and current components	Prepaid borrowing costs reallocation	Different presentation for Goodwill, Derivative financial instruments and Prepayments	Combining Contract liabilities and Fund Reserves. Reflecting current portions under Trade and other payables	Reallocation of trade and sundry receivables net of provision for bad debts to lease portfolio assets	Consolidation entries and Holding company balances	SG Fleet Operating Segment presented in AUD	SG Fleet Operating Segment presented in ZAR
		AUD'000 Note 2	AUD'000 Note 3	AUD'000 Note 4	AUD'000 Note 5	AUD'000 Note 6	AUD'000 Note 7	AUD'000 Note 8	AUD'000 Note 9	R'000 Note 10
ASSETS
Non-current assets
Property, plant and equipment	12 125								12 125	147 393
ROU assets	19 432								19 432	236 097
Lease portfolio assets	1 112 368						240 399		1 352 767	16 437 061
Intangible assets	613 507				(523 356)				90 151	1 095 413
Goodwill					523 356			(11 928)	511 428	6 214 167
Investments and other non-current assets	8 611				3 400				12 011	145 936
Deferred tax assets								9 936	9 936	120 725
Current assets
Lease portfolio assets							596 192		596 192	7 244 145
Inventories	43 488								43 488	528 418
Finance lease, trade and other receivables	1 106 233						(1 106 233)		-	-
Trade receivables							268 818		268 818	3 266 325
Sundry receivables				2 085	32 203		824		35 112	426 586
Derivative financial instruments	14 197				(14 197)				-	-
Prepayments	21 406				(21 406)				-	-
Cash and cash equivalents	390 866							100	390 966	4 750 509
Total assets	3 342 233	-	-	2 085	-	-	-	(1 892)	3 342 426	40 612 775

	SG Fleet published results for the year ended 30 June 2024	Allocate long service leave to provisions and ordinary leave to payables	Splitting liabilities between non-current and current components	Prepaid borrowing costs reallocation	Different presentation for Goodwill, Derivative financial instruments and Prepayments	Combining Contract liabilities and Fund Reserves. Reflecting current portions under Trade and other payables	Reallocation of trade and sundry receivables net of provision for bad debts to lease portfolio assets	Consolidation entries and Holding company balances	SG Fleet Operating Segment presented in AUD	SG Fleet Operating Segment presented in ZAR
	Audited AUD'000 Note 1	AUD'000 Note 2	AUD'000 Note 3	AUD'000 Note 4	AUD'000 Note 5	AUD'000 Note 6	AUD'000 Note 7	AUD'000 Note 8	AUD'000 Note 9	R'000 Note 10
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of Super Group	590 715							(276 993)	313 722	3 811 832
Non-controlling interests								274 207	274 207	3 331 807
Total Equity	590 715	-	-	-	-	-	-	(2 786)	587 929	7 143 639
LIABILITIES
Non-current liabilities
Contract liabilities	77 372					(77 372)			-	-
Fund reserves	145 777					(47 681)			98 096	1 192 010
Non-controlling interest put options and other liabilities			1 590			1 787			3 377	41 038
Lease portfolio borrowings			1 134 805						1 134 805	13 788 671
ROU lease liabilities	20 528		(6 635)						13 893	168 808
Interest-bearing borrowings			299 400	2 085					301 485	3 663 268
Provisions		1 901	26 020						27 921	339 257
Deferred tax	71 957								71 957	874 332
Loans from Group Companies									-	-

	SG Fleet published results for the year ended 30 June 2024	Allocate long service leave to provisions and ordinary leave to payables	Splitting liabilities between non-current and current components	Prepaid borrowing costs reallocation	Different presentation for Goodwill, Derivative financial instruments and Prepayments	Combining Contract liabilities and Fund Reserves. Reflecting current portions under Trade and other payables	Reallocation of trade and sundry receivables net of provision for bad debts to lease portfolio assets	Consolidation entries and Holding company balances	SG Fleet Operating Segment presented in AUD	SG Fleet Operating Segment presented in ZAR
	Audited AUD'000 Note 1	AUD'000 Note 2	AUD'000 Note 3	AUD'000 Note 4	AUD'000 Note 5	AUD'000 Note 6	AUD'000 Note 7	AUD'000 Note 8	AUD'000 Note 9	R'000 Note 10
Current liabilities
Derivative financial instruments	1 637				(1 637)				-	-
Employee benefits	27 113	(27 113)							-	-
Lease portfolio borrowings	1 715 280		(1 134 805)						580 475	7 053 120
ROU lease liabilities			6 622						6 622	80 450
Interest-bearing borrowings	299 402		(299 387)						15	182
Trade and other payables	314 976	13 856			1 637	123 266			453 735	5 513 241
Income tax payable	40 271							894	41 165	500 190
Provisions	37 205	11 356	(27 610)						20 951	254 569
Total Liabilities	2 751 518	-	-	2 085	-	-	-	894	2 754 497	33 469 136
Total Equity and Liabilities	3 342 233	-	-	2 085	-	-	-	(1 892)	3 342 426	40 612 775

Notes to the reconciliation of the SG Fleet published Statement of Financial Position to Column 2 used from the Pro forma reconciliation to reflect the impact the sale of SG Fleet would have on the Pro Forma Consolidated Statement of Financial Position of Super Group at 30 June 2024.

The Statement of Financial Position of SG Fleet expressed in AUD has been extracted, without adjustment, from SG Fleet's audited Results for the year ended 30 June 2024 as published on SG Fleet's website at https://investors.sgfleet.com/Investors/?page=results-centre on 26 August 2024.
Long service leave provision of AUD13.2 million and ordinary leave of AUD13.9 million totaling AUD27.1 million are reallocated from SG Fleet's Employee benefits account to Non-current Provisions amounting to AUD1.9 million, Current Provisions of AUD11.4 million and Trade and other payables of AUD13.9 million per Super Group's accounting treatment.
Various liabilities not split between Non-current and Current portions in SG Fleet's published results are split into their Non-current and Current components for the required disclosure in Super Group's Consolidated Statement of Financial Position. These liabilities include Lease Portfolio Borrowings, ROU Lease Liabilities, Interest-Bearing Borrowings and Provisions.
Prepaid borrowing costs of AUD2.1 million are removed from Interest-Bearing Borrowings and reflected under Prepayments.
Goodwill of AUD523.4 million is presented together with Intangible assets in SG Fleet's Statement of Financial Position and reflected separately in Super Group's Consolidated Statement of Financial Position. Derivative financial instrument assets of AUD14.2 million are reflected separately on SG Fleet's Statement of Financial Position, whereas Super Group presents the non-current portion under Investments and other non-current assets of AUD3.4 million and the current portion as part of Sundry receivables of AUD10.8 million. Prepayments of AUD21.4 million shown separately in SG Fleet's Statement of Financial Position is reallocated to Sundry receivables in Super Group's Statement of Financial Position. Derivative financial instrument liabilities of AUD1.6 million reflected separately on SG Fleet's Statement of Financial Position is presented as part of Trade and other payables in Super Group's Consolidated Statement of Financial Position.
Reallocating Contract liabilities amounting to AUD77.4 million to non-current Fund reserves of AUD16.5 million, Trade and payables of AUD59.1 million and Other liabilities of AUD1.8 million. Reallocating the current portion of Fund reserves amounting to AUD64.2 million currently reflected in the AUD145.8 million total Fund reserves balance to Trade and Other Payables.
Reallocation of Finance lease, Trade and Other Receivables net of provision for bad debts of AUD1 106.2 million per SG Fleet's Statement of Financial Position to Non-current and Current Lease Portfolio Assets, Trade receivables and Sundry receivables of AUD240.4 million, AUD596.2 million, AUD268.8 million and AUD0.8 million in Super Group's Consolidated Statement of Financial Position respectively.
This column contains a consolidation entry for the historical impairment of Goodwill amounting to AUD11.9 million outside the SG Fleet reporting level. The Column also represents the loan accounts held by Bluefin Investments, the Mauritian holding company.
This column represents the SG Fleet Operating Segment presented in Australian Dollars.
This column represents the SG Fleet Operating Segment presented in ZAR using the R12.15 to AUD1.00 closing exchange rate on 30 June 2024.

ANNEXURE 2

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION OF SUPER GROUP AFTER THE TRANSACTION AND USE OF PROCEEDS

To the directors of Super Group Limited

The definitions set out in the Definitions and Interpretations section of the Super Group Limited (“Super Group” or “the Group”) circular (“the Circular”) of which this Independent Auditor’s Assurance Report forms a part, apply to this document unless otherwise provided herein.

We have completed our assurance engagement to report on the compilation of the Pro Forma Financial Information of the Group by the directors of Super Group (“Directors”).

The Pro Forma Financial Information consists of:

(a) the Pro Forma Consolidated Statement of Comprehensive Income, pro forma total operations basic earnings per share, pro forma total operations diluted earnings per share, pro forma total operations basic headline earnings per share, pro forma total operations diluted headline earnings per share pro forma continuing operations basic earnings per share, pro forma continuing operations diluted earnings per share, pro forma continuing operations basic headline earnings per share, pro forma discontinued operations basic earnings per share and pro forma discontinued operations diluted earnings per share, after the proposed disposal by Bluefin Investments of its 53.584% equity interest in SG Fleet and the utilisation of the resultant proceeds for the settlement of debt and the distribution to Shareholders (collectively “Transaction and Use of Proceeds”), set out in section 19 of Part 3: Financial Information to the Circular, and Annexure I of the Circular, (collectively the “Pro forma SOCI Information”), as if the Transaction and Use of Proceeds had taken place on 1 July 2023; and

(b) the Pro Forma Consolidated Statement of Financial Position, pro forma net asset value per share (“NAV”) and pro forma tangible net asset value per share (“NTAV”) of Super Group after the Transaction and Use of Proceeds, set out in section 19 of Part 3: Financial Information to the Circular, and Annexure I of the Circular, (collectively the “Pro forma SOFP Information”), as if the Transaction and Use of Proceeds had taken place on 30 June 2024;

The applicable criteria on the basis of which the Directors have compiled the Pro forma SOCI Information and Pro forma SOFP Information is specified in the JSE Limited (“JSE”) Listings Requirements (“JSE Listings Requirements”) and as described in the basis of preparation set out in Annexure I and Section 19 of Part 3: Financial Information to the Circular (“Applicable Criteria”).

The purpose of the Pro forma SOCI Information and Pro forma SOFP Information included in the Circular, is solely to illustrate the impact of the Transaction and Use of Proceeds on the unadjusted audited consolidated financial information of Super Group as at 30 June 2024 and for the year then ended (“Super Group Audited Financial Information”), as if the Transaction and Use of Proceeds had been undertaken on 1 July 2023 for purposes of the Pro forma SOCI Information, and on 30 June 2024 for purposes of the Pro forma SOFP Information. Accordingly, we do not provide any assurance that the actual outcome of the Transaction and Use of Proceeds, subsequent to their implementation, will be as presented in the Pro forma SOCI Information and Pro forma SOFP Information.

As part of this process, the Consolidated Statement of Financial Position, Consolidated Statement of Comprehensive Income, total operations and continuing operations basic earnings per share, total operations and continuing operations diluted earnings per share, total operations and continuing operations headline earnings per share and total operations and continuing operations diluted headline earnings per share, have been extracted by the Directors from the Super Group Audited Financial Information. The NAV per Super Group ordinary share and NTAV per Super Group ordinary share have been calculated from the Super Group Audited Financial Information.

Directors' Responsibility for the Pro forma SOCI Information and Pro forma SOFP Information

The Directors are responsible for compiling the Pro forma SOCI Information and Pro forma SOFP Information on the basis of the applicable criteria specified in the in the JSE Listings Requirements, and as described in the basis of preparation set out in Annexure I and Section 19 of Part 3: Financial Information to the Circular.

Our Independence and Quality Management

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors ("IRBA Code") which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards).

KPMG Inc. applies the International Standard on Quality Management I, which requires the firm to design, implement and operate a system of quality management including policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Independent Auditor's Responsibilities

Our responsibility is to express an opinion, based on our procedures performed, about whether the Pro forma SOCI Information and Pro forma SOFP Information have been compiled, in all material respects, by the Directors on the basis specified in the JSE Listings Requirements and as described in the basis of preparation paragraph of Annexure I of the Circular and Section 19 of Part 3: Financial Information of the Circular, respectively. We conducted our engagement in accordance with International Standard on Assurance Engagements ("ISAE") 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature, issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform procedures to obtain reasonable assurance about whether the Pro forma SOCI Information and Pro forma SOFP Information have been compiled, in all material respects, on the basis specified in the JSE Listings Requirements and as described in the basis of preparation paragraph of Annexure I of the Circular and Section 19 of Part 3: Financial Information of the Circular, respectively.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro forma SOCI Information and Pro forma SOFP Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro forma SOCI Information and Pro forma SOFP Information although the Super Group Audited Financial Information was previously audited. Our unmodified audit opinion on the Group's Super Group Audited Financial Information was issued on 10 September 2024.

The purpose of the Pro forma SOCI Information and Pro forma SOFP Information included in the Circular is solely to illustrate the impact of the Transaction and Use of Proceeds on the unadjusted Super Group Audited Financial Information, as if the Transaction and Use of Proceeds had been undertaken on 1 July 2023 for purposes of the Pro forma SOCI Information, and on 30 June 2024 for purposes of the Pro forma SOFP Information after the Transaction and Use of Proceeds. Accordingly, we do not provide any assurance that the actual outcome of the Transaction and Use of Proceeds, subsequent to their implementation, will be as presented in the Pro forma SOCI Information and Pro forma SOFP Information.

A reasonable assurance engagement to report on whether the Pro forma SOCI Information and Pro forma SOFP Information have been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the Directors in the compilation of the Pro forma SOCI Information and Pro forma SOFP Information provides a reasonable basis for presenting the significant effects directly attributable to the Transaction and Use of Proceeds and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to the Applicable Criteria; and
The Pro forma SOCI Information and Pro forma SOFP Information reflect the proper application of those pro forma adjustments to the unadjusted Super Group Audited Financial Information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of Super Group, the Transaction and Use of Proceeds in respect of which the Pro forma SOCI Information and Pro forma SOFP Information have been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro forma SOCI Information and Pro forma SOFP Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma SOCI Information and Pro forma SOFP Information have been compiled, in all material respects, on the basis of the Applicable Criteria specified in the JSE Listings Requirements and as described in the basis of preparation paragraph of Annexure 1 of the Circular and Section 19 of Part 3: Financial Information of the Circular.

Restriction on use

This report has been prepared for the purpose of satisfying the requirements of the JSE Listings Requirements, and for no other purpose.

KPMG Inc.
Registered Auditor

Per D Read
Chartered Accountant (SA)
Registered Auditor
Director
27 January 2025

ANNEXURE 3

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON THE COMPILATION OF THE NORMALISED FINANCIAL INFORMATION

To the directors of Super Group Limited

The definitions set out in the Definitions and Interpretations section of the Super Group Limited ("Super Group" or "the Group") circular ("the Circular") of which this Independent Auditor's Assurance Report forms a part, apply to this document unless otherwise provided herein.

We have completed our assurance engagement to report on the compilation of the Normalised Financial Information of the Group by the directors of Super Group ("Directors").

The Normalised Financial Information comprises of:

Each of the captions within the Super Group normalised results post Transaction column included in the Pro Forma Consolidated Statement of Comprehensive Income
Each of the captions within the Super Group normalised results pre-Transaction column included in the Pro Forma Consolidated Statement of Comprehensive Income
Normalised basic earnings per share (continuing operations) pre-Transaction
Normalised basic earnings per share (continuing operations) post Transaction
Normalised diluted earnings per share (continuing operations) pre-Transaction
Normalised diluted earnings per share (continuing operations) post Transaction
Normalised basic headline earnings per share (continuing operations) pre-Transaction
Normalised basic headline earnings per share (continuing operations) post Transaction
Normalised diluted headline earnings per share (continuing operations) pre-Transaction
Normalised diluted headline earnings per share (continuing operations) post Transaction
Normalised basic earnings per share (discontinued operations) post Transaction
Normalised diluted earnings per share (discontinued operations) post Transaction
Normalised basic earnings per share (total operations) pre-Transaction
Normalised basic earnings per share (total operations) post Transaction
Normalised diluted earnings per share (total operations) pre-Transaction
Normalised diluted earnings per share (total operations) post Transaction
Normalised basic headline earnings per share (total operations) pre-Transaction
Normalised basic headline earnings per share (total operations) post Transaction
Normalised diluted headline earnings per share (total operations) pre-Transaction
Normalised diluted headline earnings per share (total operations) post Transaction
Weighted average number of shares in issue pre-Transaction
Weighted average number of shares in issue post Transaction
Weighted average number of shares in issue for diluted calculation pre-Transaction
Weighted average number of shares in issue for diluted calculation post Transaction
Each of the captions within the Super Group normalised results post Transaction column included in the headline earnings reconciliation table
Each of the captions within the Super Group normalised results pre-Transaction included in the headline earnings reconciliation table.

The applicable criteria on the basis of which the Directors have compiled the Normalised Financial Information is specified in the JSE Limited ("JSE") Listings Requirements ("JSE Listings Requirements"), including the Guidance Letter: Presentation of Pro Forma Financial Information dated 4 March 2010, and described in the basis of preparation to the Normalised Financial Information set out in section 19 of Part 3: Financial Information, Annexure I and Notes 10 - 12 of the notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income included in Annexure I ("Financial Information").

The Normalised Financial Information has been compiled by the Directors to illustrate what Super Group's Consolidated Statement of Comprehensive Income would look like both pre and post the Transaction and Use of Proceeds, excluding the impairment of inTime goodwill and intangible assets of R1 197.4 million and R10.6 million respectively totaling R1 208.0 million before tax ("Impairments").

As part of this process, the Consolidated Statement of Comprehensive Income, total operations and continuing operations basic earnings per share, total operations and continuing operations diluted earnings per share, total operations and continuing operations headline earnings per share and total operations and continuing operations diluted headline earnings per share ("Audited Financial Information") have been extracted by the Directors from the audited financial information of Super Group.

Directors' responsibility for the Normalised Financial Information

The Directors are solely responsible for the compilation and presentation of the Normalised Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements including the Guidance Letter: Presentation of Pro Forma Financial Information dated 4 March 2010, and described in the basis of preparation to the Normalised Financial Information set out in section 19 of Part 3: Financial Information, Annexure I and Notes 10 - 12 of the Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income included in Annexure I ("the Applicable Criteria").

Our independence and quality management

Independent auditor's responsibility

Our responsibility is to express an opinion, based on our procedures performed, about whether the Normalised Financial Information has been compiled, in all material respects, by the Directors on the basis specified in the JSE Listings Requirements, and described in the basis of preparation to the Normalised Financial Information set out in section 19 of Part 3: Financial Information, Annexure I and Notes 10 - 12 of the Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income included in Annexure I of the Circular.

We conducted our engagement in accordance with International Standard on Assurance Engagements ("ISAE") 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled, in all material respects, the Normalised Financial Information on the basis specified in the JSE Listings Requirements and described in the basis of preparation set out in section 19 of Part 3: Financial Information, Annexure I and Notes 10 - 12 of the Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income included in Annexure I.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Normalised Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Financial Information used in compiling the Normalised Financial Information other than our audit of the audited Financial Information.

The purpose of the Normalised Financial Information included in the Financial Information, is to illustrate what Super Group's Consolidated Statement of Comprehensive Income would look like both pre and post the Transaction and Use of Proceeds, excluding the Impairments.

A reasonable assurance engagement to report on whether the Normalised Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the Directors in the compilation of the Normalised Financial Information provides a reasonable basis for presenting the significant effects directly attributable to the events and to obtain sufficient appropriate evidence about whether:

The pro forma adjustments give appropriate effect to the Applicable Criteria; and

The Normalised Financial Information reflects the proper application of the pro forma adjustments to the unadjusted audited Financial Information of the Group.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Group or the event of which the pro forma adjustments in respect of the Normalised Financial Information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Normalised Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Normalised Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria specified in the JSE Listings Requirements, and described in the basis of preparation set out in section 19 of Part 3: Financial Information, Annexure I and Notes 10 – 12 of the Notes and assumptions to the 30 June 2024 Pro Forma Consolidated Statement of Comprehensive Income included in Annexure I.

Restriction on use

This report has been prepared for the purpose of satisfying the requirements of the JSE Listings Requirements, and for no other purpose.

KPMG Inc.
Registered Auditor

Per D Read
Chartered Accountant (SA)
Registered Auditor
Director

27 January 2025

ANNEXURE 4

SALIENT FEATURES OF THE SCHEME IMPLEMENTATION DEED

This annexure sets out the salient terms of the SID. It is recommended that Shareholders read the full terms of the SID for a proper appreciation of the provisions thereof. The SID is publicly available on the ASX website at https://announcements.asx.com.au/asxpdf/20241204/pdf/06c76g0843bt53.pdf.

Capitalised terms in this document not otherwise defined herein and/or in the "Definitions and interpretations" section of this circular have the meaning given to them in the SID.

| Background and purpose | A scheme of arrangement is a statutory procedure under Part 5.1 of the Corporations Act 2001 (Cth) (“Corporations Act”) that is commonly used in Australia to undertake an acquisition of a publicly listed company. In addition to requiring Court approval, schemes of arrangement require a shareholder vote in favour of a resolution to implement the scheme of arrangement by the requisite majority of shareholders.
The scheme implementation deed (“SID”) entered into between SG Fleet Group Limited (ACN 167 557 468) (“Target”) and Westmann Bidco Pty Limited, an entity owned and controlled by funds managed and advised by Pacific Equity Partners Pty Limited on 4 December 2024 sets out the parties’ obligations in respect of the implementation of a scheme of arrangement under which Bidder will acquire all of the ordinary shares on issue in Target (“Scheme”) and allocates transaction risk prior to the Scheme becoming effective. |
| --- | --- |
| Scheme Consideration | The Scheme Consideration means the Cash Consideration and/or Scrip Consideration to be provided to each Scheme Shareholder for the transfer to Bidder of each fully paid ordinary share in the capital of the Target on the Scheme Record Date (“Scheme Share”).
The price to be paid by Bidder for each Scheme Share will be a cash amount of A$3.50 per Scheme Share (“Cash Consideration”) to each Scheme Shareholder other than certain management shareholders who will have an ongoing role in the Target and be able to elect to receive some or all of their Scheme Consideration in the form of Scrip Consideration, which comprises of 3.5 shares in Bidder’s holding company, Westmann Topco Pty Limited (“TopCo”) for each Scheme Share (“Scrip Consideration”).
Bidder will provide the Cash Consideration to Target. Target will then disburse the Cash Consideration to the Scheme Shareholders and TopCo (the ultimate holding company of Bidder) will issue the Scrip Consideration, and Bidder will acquire all of the Scheme Shares.
Full details on the Scheme Consideration are set out in clause 4.2 of the SID. |
| Conditions precedent to the Scheme | Implementation of the Scheme is subject to a number of conditions which must be satisfied or waived (where capable of waiver) before the Scheme can be implemented. These are summarised below:
• Foreign Investment Review Board (“FIRB”) Approval: Bidder receives FIRB approval for the Scheme. This will involve:
- the Bidder receiving a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”) from the Treasurer stating that the Commonwealth Government does not object to the acquisition of all the Scheme Shares by Bidder under the Scheme; or
- following notice of the proposed acquisition of all the Scheme Shares by Bidder under the Scheme having been given by Bidder to the Treasurer under FATA, the Treasurer ceases to be empowered to make any order under Part 3 of FATA. |

Conditions precedent to the Scheme continued

OIO approval: Bidder receives all consents required under the Overseas Investment Act 2005 (NZ) and the Overseas Investment Regulations 2005 (NZ) for the implementation of the Scheme either unconditionally or on terms that are acceptable to Bidder (acting reasonably).
FCA approval: Bidder and each other person who would acquire or increase control under Part XII of the Financial Services and Markets Act 2000 receives approval from the UK Financial Conduct Authority.
Restraints: there is no legal restraint or prohibition preventing or materially restricting the Scheme or its implementation in effect at 08:00 on the Second Court Date.
Orders convening Scheme Meetings: the Court orders the convening of the Scheme Meetings.
Shareholder approval: the Scheme is approved by Target Shareholders at the Scheme Meeting by the requisite majorities.
Court approval: the Court approves the Scheme in accordance with the Corporations Act.
ASIC and ASX approvals: the Australian Securities Investments Commission and Australian Securities Exchange each issue or provide the necessary consents, waivers and approvals required.
No Prescribed Occurrence: no Prescribed Occurrence occurs between the date of the SID and 08:00 on the Second Court Date.
No Material Adverse Change: no Material Adverse Change (as defined below) occurs between the date of the SID and 08:00 on the Second Court Date.
Independent Expert’s Report: the Independent Expert in the Independent Expert’s Report concludes that the Scheme is in the best interests of Target Shareholders and does not change or withdraw that conclusion before 08:00 on the Second Court Date.
Bidder funding: certain warranties given by Bidder in the SID in relation to Bidder’s funding are true and correct as at the time or times they are given.
Relevant consents: before 08:00 on the Second Court Date each counterparty to a Relevant Consent Contract provides to Target all necessary consents.

These conditions, and the provisions relating to the satisfaction or waiver of these conditions, are set out in full in clause 3 of the SID. The Scheme will not proceed unless all conditions precedent are satisfied or waived (as applicable) in accordance with the SID.

If a condition precedent fails or cannot be satisfied by the End Date, being the later of 30 June 2025 and such other day agreed in writing between Bidder and Target, either party may require the parties to consult in good faith for a period of 5 business days to determine whether the Scheme can proceed by way of alternative means or methods. If no agreement is reached within this 5 business day period, the SID may be terminated.

Exclusivity

The SID contains certain exclusivity arrangements in favour of Bidder. In summary, from the date of the SID until the earlier of the End Date, the Effective Date, and the date the SID is terminated (“Exclusivity Period”):

No existing discussions: Target represents to Bidder that it is not a party to any agreement, arrangement or understanding with a third party for the purpose of facilitating a Competing Proposal, is not engaged in discussions or negotiations about an actual, proposed or potential Competing Proposal, has ceased all communications with third parties in relation to an actual, proposed or potential Competing Proposals and has terminated any due diligence access for third parties related to an actual, proposed or potential Competing Proposal.
No shop: Target must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, solicit, invite, initiate or encourage any actual, potential or proposed Competing Proposal, or any enquiries, proposals, discussions or negotiations in relation to or that could reasonably be expected to lead to, an actual, proposed or potential Competing Proposal, or communicate any intention to do so.

Exclusivity continued

No talk: Target must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, negotiate or enter into or participate in negotiations or discussions with any person in relation to (or which may reasonably be expected to lead to) a Competing Proposal or communicate any intention to do so.
No due diligence: Target must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, without Bidder's prior written consent:
solicit, invite, initiate, or encourage any person (other than Bidder) to undertake due diligence investigations in respect of Target, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or
make available to any person (other than Bidder) or to permit any such person to receive any non-public information relating to Target, its Related Bodies Corporate, or any of their businesses and operations, in connection with, or which would reasonably be encouraged or lead to, such person formulating, developing or finalising, or assisting the formulation, development or finalisation of a Competing Proposal.
Notification of approaches: Target must (whether direct or indirect, solicited or unsolicited and in writing or otherwise) promptly notify Bidder in writing of:
any approach, inquiry or proposal made by any person to Target, any of its Related Bodies Corporate or any of their respective Authorised Persons, to initiate any discussions or negotiations that concern an actual or proposed Competing Proposal;
any request made by any person to Target, any of its Related Bodies Corporate, or any of their respective Authorised Persons, for any information relating to Target, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of an actual or proposed Competing Proposal;
provision by Target, any of its Related Bodies Corporate or any of their respective Authorised Persons of any material non-public information concerning the business or operations of Target or the Target Group to any Third Party in connection with an actual or proposed Competing Proposal; and

Target must also notify Bidder in writing promptly after becoming aware of any material developments in relation to a Competing Proposal (see below) previously notified to Bidder pursuant to the notifications required above.

Matching right: If Target receives a Competing Proposal and as a result, any Target director proposes to either:
change, withdraw or modify his or her Recommendation; or
approve or recommend entry into any agreement, commitment, arrangement or understanding relating to the Competing Proposal,

Target must use its reasonable endeavours to ensure that no Target Director does so unless the Competing Proposal constitutes a Superior Proposal (see below) and Target has given Bidder at least 5 business days to make a proposal which is equally or more favourable to Target Shareholders than the Competing Proposal and Bidder has not made such a proposal within that time frame.

Exclusivity continued

Fiduciary out: However, Target is not required to comply with its obligations under the “no talk” and “no due diligence” provisions in the SID with respect of a Competing Proposal provided that:
the Competing Proposal is bona fide and is made by or on behalf of a person that the Target Board considers is of sufficient commercial standing; and
the Target Board has determined in good faith after:
consultation with Target’s financial advisors, that the Competing Proposal is or may reasonably be expected to lead to a Superior Proposal (see below); and
receiving written advice from Target’s external Australian legal advisors experienced in transactions of this nature, that failing to take the action or refusing to take the action (as the case may be) with respect to the Competing Proposal would, or would be reasonably likely to, be inconsistent with the fiduciary or statutory duties owed by the Target directors under applicable law, or it would otherwise be unlawful not to take that action.
Superior Proposal: For a Competing Proposal to be a Superior Proposal, it must (among other requirements) be “materially” more favourable to Target Shareholders than the Scheme, having regard to the 4th and 5th paragraph of section 8.7 of the ASX Listing Rules Guidance Note 8 (“GN8”) The reference to GN8 suggests that in assessing the price or value of a Competing Proposal relative to the Scheme:
10% or more will generally be considered to be material;
5% or less will generally be considered to not be material; and
between 5% and 10% may be material having regard to various relevant factors, in each case as assessed and determined by SG Fleet’s board.

These exclusivity arrangements are set out in full in clause 9 of the SID.

Break Fees

Target has agreed to pay Bidder a Break Fee of $12.267 million (“Break Fee”) if:
- prior to the earlier of the Effective Date and the End Date, any Target Director:
- fails to make the Recommendation or Voting Intention;
- changes, withdraws, adversely modifies or adversely qualifies their Recommendation or Voting Intention; or
- makes a public statement indicating that he or she no longer supports the Scheme or recommends that Target Shareholders accept or vote in favour of a Competing Proposal,
- other than in circumstances where:
- the Independent Expert concludes in the Independent Expert’s report (including any update, revision or amendment thereto) that the Scheme is not in the best interests of Scheme Shareholders (other than where the sole or dominant reason for that conclusion is a result of the existence, announcement or publication of a Competing Proposal);
- the change, withdrawal or modification of the Recommendation or Voting Intention occurs because of a requirement or request of the Court or a Government Agency that the relevant Target Director abstain or withdraw from making a Recommendation after the date of the SID;
- Target is entitled to terminate the SID pursuant to its terms and has given the appropriate notice to Bidder; or
- failure of a Condition that is not waived, other than as a result of a breach by Target; or

Break Fees continued
- a Competing Proposal is made or announced before the End Date and, within 9 months of the Competing Proposal being announced, that Competing Proposal (or a subsequent Competing Proposal):
- is completed, implemented or consummated; and
- results in a person or persons (other than a member of the Bidder Group), obtaining control of Target, merging or amalgamating with Target or acquiring (directly or indirectly) an interest in all or a substantial part of the business or assets of the Target Group; or
- Bidder validly terminates the SID due to a material breach of the SID by Target, and the Scheme does not complete; provided that, for the avoidance of doubt, a statement made by Target or the Target Board to the effect that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board or that the matching right process (see above) has commenced will not require Target to pay the Break Fee to Bidder.

Termination rights
The termination rights of Target are set out in clause 11 of the SID. In summary:

Termination by either party: Either party may, by notice in writing to the other, terminate the SID at any time prior to 08:00 on the Second Court Date if:
the other party is in material breach of the SID or a representation and warranty given by the other party is not true and correct, where that breach is material in the context of the Scheme as a whole, and the breach is not remedied within 10 business days of notification of the breach being given; or
a condition precedent has not been satisfied or waived by the End Date and, in certain circumstances, Target and Bidder are unable to agree on a course of action; or
at any time if the Effective Date for the Scheme has not occurred, or will not occur, on or before the End Date.
Termination by Target: Target may, by notice in writing to Bidder, terminate the SID at any time prior to 08:00 on the Second Court Date if, at any time before then, a majority of the Target Board has changed, withdrawn or modified their Recommendation or Voting intention of the Scheme; and
Termination by Bidder: Bidder may, by notice in writing to Target, terminate the SID at any time prior to 08:00 on the Second Court Date if, at any time before then, any Target Director:
fails to make the Recommendation or Voting Intention;
adversely changes, adversely modifies, adversely qualifies or withdraws their Recommendation or Voting Intention;
recommends or supports a Competing Proposal; or
makes a public statement to the effect that he or she no longer supports the Scheme.

Warranties

Each of the parties gives certain representations and warranties at the date of the SID and at 08:00 on the Second Court Date which are customary for an agreement of this kind, and include the following:

Target gives customary warranties in respect of its incorporation, authority, solvency, awareness of any regulatory actions, information prepared and provided to the Independent Expert and for disclosure in the Scheme Booklet, provision of new information, statements of opinion or belief, approvals, capital structure, no material breach of laws, material licences authorisations, compliance with its continuous disclosure obligations, disclosure materials and material contracts, no litigation and anti-bribery, its financial statements for FY24, no indebtedness or material encumbrances, insurance, elections and Tax claims, its listing and advisor fees, and no occurrence of any Prescribed Occurrence.
Bidder also gives customary warranties in respect of status, power and corporate authorisation, ownership, no regulatory approvals (other than those set out in the SID), no default, Bidder Information, disclosures made in the Scheme Booklet, provision of new information, statements of opinion or belief, information provided to the Independent Expert, no relevant interests, there being no dealings between either Bidder and Target Shareholders, directors or employees, approvals, no solvency or regulatory action, its equity and debt commitments, and sufficiency of funds for the Scheme.

Conduct of Target business and transitional matters

The Target has agreed to, from the date of the SID up to and including the Implementation Date, conduct its business in the ordinary and usual course and subject to a list of market standard prohibitions for a transaction of this nature including prohibitions on undertaking material transactions, making commitments of capital expenditure, entering into certain employment or contractor arrangements, incurring financial indebtedness, giving related party benefits, entering into material agreements, materially defaulting under material agreements, amending credit methodology, commencing or settling certain legal proceedings, certain actions in relation to material authorisations, declaring or paying a dividend, waiving a third party default, or altering material accounting policies or tax methodologies, subject to certain exclusions.

The Target has agreed to, from the date of the SID up to and including the Implementation Date, allow Bidder reasonable access to the business on standard access terms.

The Target has agreed to, as soon as practicable after the date of the SID, identify any change of control or similar provisions in any material contract and agree a proposed strategy to seek consents or waivers as required under each of those arrangements.

The Target has agreed to, from the date of the SID up to and including the Implementation Date, provide the Bidder with reasonable assistance as requested by the Bidder in connection with the repayment of the Existing Debt Financing.

The Target has agreed to, at least 10 business days prior to the Implementation Date, provide the Bidder with a draft calculation of the clear exit payment for each Subsidiary Member of the Target Tax Consolidated Group.

The Target has agreed to, on the Implementation Date but subject to the Scheme Consideration being provided to the Scheme Shareholders, appoint to the Target Board those persons nominated by the Bidder and remove from the Target Board those persons the Bidder has requested to resign as director.

Board recommendation

The Target must procure that the Scheme Booklet, the Public Announcement and all other announcements released to the ASX relating to the Scheme include:

(a) a unanimous recommendation by the Target Board that Target Shareholders vote in favour of the Scheme (Recommendation); and
(b) a statement by each Target director that he or she intends to vote in favour of the Scheme in respect of all Target Shares controlled or held by, or on behalf of, that Target director (Voting Intention),

in each case qualified only by words to the effect of:

(c) "in the absence of a superior proposal"; and
(d) other than in respect of the Scheme Booklet or any document issued after the issue of the Scheme Booklet, "subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Target Shareholders".

Withdrawal or modification of Recommendation or Voting Intention:

(a) The Target must use its reasonable endeavours to ensure that no director of Target:

(i) changes, withdraws or modifies his or her Recommendation or Voting Intention; or
(ii) makes any public statement or recommendation that is inconsistent with his or her Recommendation of the Scheme,

in each case except where:

(iii) Target receives a Competing Proposal and the Target Board has determined, after all of Bidder's rights under clause 9.6 (refer to summary of matching rights set out above) have been exhausted, that the Competing Proposal constitutes a Superior Proposal;
(iv) the Independent Expert opines, either prior to the dispatch of the Scheme Booklet or prior to 08:00 on the Second Court Date, that the Scheme is not in the best interests of Target Shareholders (and if this conclusion of the Independent Expert has been determined by the Independent Expert based on a Competing Proposal, after all of Bidder's rights under the matching right process set out in clause 9.6 (refer to summary of matching rights set out above) have been exhausted); or
(v) the change, withdrawal or modification occurs because of a requirement or request of the Court or a Government Agency that the relevant Target director abstain or withdraw from making a Recommendation after the date of the SID.

(b) For the purposes of the Target Board recommendation, customary qualifications and explanations contained in the Scheme Booklet and any public announcements in relation to a Recommendation or Voting Intention to the effect that the Recommendation or Voting Intention is made:

(i) in the absence of a Superior Proposal;
(ii) in respect of any public announcement issued before the issue of the Scheme Booklet, "subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interests of Target Shareholders"; and
(iii) in respect of the Scheme Booklet and any public announcements issued at the time of or after the issue of the Scheme Booklet, "subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Target Shareholders",

will not be regarded as a failure to make, or an adverse change, withdrawal, adverse modification or adverse qualification of, a Recommendation or Voting Intention.

(c) For reference, a statement made by Target (or any Target director) to the effect that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board shall not contravene this obligation.

Glossary of defined terms used in this summary of the Scheme Implementation Deed not included in the "Definitions and interpretations" section of this circular

| “Authorised Person” | means, in respect of a person:
(a) a director, officer, contractor, agent or employee of the person;
(b) an advisor of the person; and
(c) a director, officer or employee of an advisor of the person; |
| --- | --- |
| “ASIC” | Australian Securities & Investments Commission; |
| “Competing Proposal” | means any offer, proposal, agreement, arrangement or transaction, whether existing before, on or after the date of the SID, which, if entered into or completed, could mean that a person other than Bidder or its associates would:
(a) directly or indirectly acquire voting power in, or have a right to acquire a legal, beneficial or economic interest in, or control of, more than 15% of the securities in any member of the Target Group;
(b) acquire control of any member of the Target Group;
(c) directly or indirectly acquire or become the holder of, or otherwise acquire or have a right to acquire a legal, beneficial or economic interest in, or control of, all or substantially all or material part of the business or assets of any member of the Target Group;
(d) otherwise directly or indirectly acquire, be stapled with or merge with Target; or
(e) require Target to abandon, or otherwise fail to proceed with, a transaction for the Bidder to acquire all of the shares in SG Fleet, whether by way of a takeover bid, scheme of arrangement, shareholder approved acquisition, capital reduction, buy back, sale, lease or purchase of shares, other securities or assets, assignment of assets or liabilities, joint venture, dual listed company (or other synthetic merger), deed of company arrangements, any debt for equity arrangement or other transaction or arrangement; |
| “Independent Expert” | means an expert, independent of the parties, engaged by Target to opine on the transaction for the Bidder to acquire all of the shares in SG Fleet; |
| “Independent Expert Report” | means the report from the Independent Expert commissioned by Target for inclusion in the Scheme Booklet, which includes a statement by the Independent Expert on whether, in its opinion the transaction for the Bidder to acquire all of the shares in SG Fleet is in the best interests of the Target Shareholders and includes any update, revision or amendment of that report by the Independent Expert; |
| “Material Adverse Change” | means an event, occurrence or matter (including, for the avoidance of doubt, a one off event or a recurring event) that occurs after the date of the SID, or which occurs on, or occurred before the date of the SID, but which becomes known to Bidder after the date of the SID (Specified Event), and which (individually or when aggregated with other Specified Events) has had, or is reasonably likely to have, the effect of:
(a) diminishing the consolidated net assets of the Target Group by 5% or more, as compared to what the consolidated net assets of the Target Group could reasonably be expected to have been but for the relevant Specified Event(s); or
(b) diminishing the consolidated annual Operating EBITDA of the Target Group (on a recurring basis) by at least 12.5% (calculated after taking into account any Specified Event(s) that has or could reasonably be expected to have a positive effect on consolidated annual Operating EBITDA), as compared to what the consolidated annual Operating EBITDA of the Target Group (on a recurring basis) could reasonably be expected to have been but for the Specified Event(s), |

in each case other than a Specified Event:

(c) required to be done or procured by Target pursuant to the SID or the Scheme or expressly permitted by the SID or the Scheme, or is otherwise approved, consented to or requested by Bidder in writing;

(d) to the extent that it was fairly disclosed in the disclosure letter or the due diligence materials;

(e) to the extent it was fairly disclosed by Target to the ASX or in a publicly available document lodged with ASIC, in each case for or on behalf of the Target in the 2-year period before the date of the SID;

(f) actually known to Bidder prior to the date of the SID;

(g) arising from any act or omission of the Bidder;

(h) relating to costs and expenses incurred by Target associated with the Scheme process, including all fees payable to external advisors of Target, to the extent such amounts are fairly disclosed in the disclosure letter or the due diligence materials; or

(i) which arise from:

(i) general economic, political or business conditions, including changes or disruptions to, or fluctuations in, domestic or international financial markets, commodity prices, interest rates or exchange rates (to the extent that the effect of the change, disruption, or fluctuation is not materially disproportionate to the Target relative to the other participants in the same industry);

(ii) acts of terrorism, outbreak or escalation of war (whether or not declared), major hostilities, civil unrest, act of god, natural disaster or adverse weather conditions or the like;

(iii) general outbreaks or escalation of illness (including COVID-19 or any mutation, variation or derivative) or the like, or from any law, order, rule or direction of any Government Agency in relation thereto; or

(iv) changes to accounting standards or policies or the interpretation of them, applicable laws or policies of a Government Agency in Australia (to the extent the effect of the change is not materially disproportionate to the Target relative to the other participants in the same industry);

“Prescribed Occurrence”

means the occurrence of any of the following on or after the date of the SID and before 8.00 on the Second Court Date (as defined in the SID):

(a) Target converts all or any of its securities into a larger or smaller number of securities (see section 254H of the Corporations Act 2001 (Cth));

(b) any member of the Target Group resolves to reduce its share capital in any way or reclassifying, combining, splitting, redeeming or repurchasing any of its securities;

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under subsections 257C(1) or 257D(1) of the Corporations Act 2001 (Cth);

(d) any member of the Target Group declares, pays or distributes any dividend, distribution, bonus, special payment or other share of its profits or assets (whether in cash or in specie) to Target Shareholders;

(e) any member of the Target Group issues shares, or grants an option over its shares, or agrees to make such an issue of shares or grant such an option, other than:

(i) where the shares or other securities are issued, or where the options are granted, to Target or an entity which is a wholly owned Subsidiary of Target, provided that Target itself is not the issuing entity; or

(ii) in connection with the treatment of the Target Equity Incentives as contemplated by clause 4.2(b) of the SID;

(f) any member of the Target Group issues, or agrees to issue, securities convertible into shares (including convertible notes and any issue, or agreement to issue, performance rights or options or debt securities);

(g) any member of the Target Group disposes, or agrees to dispose, of the whole, or a substantial part, of the business or property of the Target Group (whether by way of a single transaction or series of related transactions);

(h) any member of the Target Group creates or agrees to create any encumbrance over the whole, or a substantial part, of its business or property, other than in the usual and ordinary course of business consistent with past practice;

(i) any member of the Target Group making any change to its constitution or constituent documents, other than where a member of the Target Group is not material in the context of the Target Group (taken as a whole) makes a change to its constitution that does not materially affect the Scheme or the Target Group (or its business);

(j) any member of the Target Group becomes Insolvent; or

(k) a “stop funding event” or “amortisation event” (in each case, however, described) occurring under any of the Target Group’s revolving securitisation warehouse facilities;

(l) any member of the Target Group ceasing or threatening to cease, the whole or a material part of its business,

provided that a Prescribed Occurrence will not include any matter:

(m) expressly required to be done or procured by Target pursuant to the SID or the Scheme;

(n) to the extent it is fairly disclosed in filings of Target with the ASX or in a publicly available document lodged with ASIC in the 2-year period prior to the date of the SID;

(o) to the extent it is fairly disclosed in the disclosure letter or the due diligence materials;

(p) required by law or an order of court or Government Agency;

(q) expressly permitted by the SID; or

(r) the undertaking of which Bidder has approved in writing (which approval must not be unreasonably withheld, conditioned or delayed);

“Recommendation” means, subject to clause 7.3 of the SID, a unanimous recommendation by the Target Board that the Target Shareholders vote in favour of the Scheme; and

“Voting Intention” means, subject to clause 7.3 of the SID, a statement by each Target director that he or she intends to vote in favour of the Scheme in respect of all Target Shares controlled or held by, or on behalf of, that Target director.

ANNEXURE 5

SALIENT FEATURES OF THE COOPERATION AGREEMENT

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including these salient features of the Cooperation Agreement.

1. SUPER GROUP'S OBLIGATIONS

Super Group will take all steps reasonably necessary to convene a general meeting of Shareholders to consider the Transaction, as soon as reasonably practicable and in any event prior to the meeting convened to consider the Scheme, including taking each of the following steps:

(a) (SENS announcement) issue an announcement setting out details of the Transaction on SENS in compliance with all applicable laws;

(b) (circular) prepare the circular in compliance with all applicable laws;

(c) (SGF Information) provide SG Fleet with a copy of the circular prior to Super Group lodging the circular with the JSE or dispatching the circular to Shareholders to enable SG Fleet to provide Super Group with comments on the SGF Information as it appears in the circular (taking into account all applicable Australian laws and regulations) which comments Super Group undertakes, subject to the Listings Requirements, to incorporate when finalising the circular;

(d) (JSE review) keep SG Fleet promptly informed of any material matters raised by the JSE in relation to the SGF Information to be included in the circular and to take into consideration in resolving such matters any reasonable comments made by SG Fleet in relation to such matters raised by the JSE (provided that where such matters relate to the SGF Information, Super Group must not take any steps to address them without SG Fleet's prior written consent, which must not be unreasonably withheld or delayed);

(e) (updating circular) until the date of the general meeting, promptly publish a supplementary announcement, where required to do so having regard to the Listings Requirements, with any information that arises after the circular has been dispatched that is necessary to ensure that the circular does not contain any material statement that is false or misleading in a material respect (including because of any material omission from that statement);

(f) (convening the general meeting) take all reasonable steps necessary to dispatch the circular to Shareholders and convene and hold the general meeting, subject to the quorum requirements set out in the MOI being achieved, provided that if the Cooperation Agreement is terminated prior to the general meeting being held, Super Group will take all steps reasonably required to ensure the general meeting is not held;

(g) (promotion of Transaction):

(i) use reasonable endeavours to encourage Shareholders to vote on the Transaction at the general meeting subject to applicable law; and

(ii) participate in efforts reasonably requested by SG Fleet to promote the merits of the Transaction; and

(h) (compliance with laws) do everything reasonably within its power to ensure that the general meeting is effected in accordance with all applicable laws and regulations.

2. SG FLEET'S OBLIGATIONS

SG Fleet will take all steps reasonably necessary to assist Super Group with convening the general meeting including taking each of the following steps:

(a) (SGF Information) prepare and provide to Super Group the SGF Information for inclusion in the circular and consult with Super Group as to the content and presentation of the SGF Information in the circular and take into account any comments on drafts of the SGF Information provided by or on behalf of Super Group;

(b) (confirmation of SGF Information) promptly after Super Group requests that it does so:

(i) confirm in writing to Super Group and the JSE, which confirmation cannot be unreasonably withheld and/or delayed, that it consents to the inclusion of the SGF Information in the circular, in the form and context in which the SGF Information appears;

(ii) confirm in writing to Super Group and the JSE, which confirmation cannot be unreasonably withheld and/or delayed, that the SGF Information in the circular is not misleading or deceptive in any material respect (whether by omission or otherwise), and the inclusion of such SGF Information, in that form and context, has been approved by the board of SG Fleet; and

(iii) sign the circular and take responsibility for the sections of the circular relating to the SGF Information in accordance with rule 7.B.23 of the Listings Requirements;

(i) of information which should have been but was not included in the SGF Information in the circular (including if known at the time), and promptly provide Super Group with the omitted information; and/or

(ii) that the SGF Information in the circular is misleading or deceptive in any material respect (whether by omission or otherwise), and promptly provide Super Group with any information required to correct the misleading or deceptive statements;

(d) (assistance with full terms announcement and circular) promptly provide any assistance or information reasonably requested by Super Group or its advisors in connection with the preparation of the circular (including any supplementary disclosure to Shareholders);

(e) (compliance with laws) do everything reasonably within its power to ensure that all transactions contemplated by the Cooperation Agreement are effected in accordance with all applicable laws and regulations;

(f) (SID) provide Super Group with a copy of the duly executed SID and promptly inform Super Group of any amendments thereto;

(g) (assistance with audit) promptly provide audited accounts, reasonable assistance, information and documents as requested by Super Group on reasonable notice in connection with the preparation of its 30 June 2025 year end audit; and

(h) (announcement and Scheme Booklet) promptly provide Super Group with a copy of any announcements published by or on behalf of SG Fleet relating to the Transaction and/or the Scheme and a copy of the Scheme Booklet (as defined in the SID ("Scheme Booklet")) and any updates and/or amendments thereto.

3. NEW INFORMATION

(a) Each of SG Fleet and Super Group must provide to the other all such further or new information of which it becomes aware that arises after the circular has been dispatched to Shareholders until the date of the general meeting where this is or may be necessary to ensure that the circular continues to comply with applicable laws.

(b) SG Fleet must:

(i) keep Super Group reasonably informed of material developments relating to (including anything which may materially delay) implementation of the Transaction and/or the Scheme; and

(ii) provide Super Group with all such further or new information of which it becomes aware that arises after the circular has been dispatched to Shareholders until the date of the implementation of the Transaction where, as far as SG Fleet is aware, this is or may be necessary to ensure that Super Group is able to comply with applicable laws and keep Shareholders abreast of developments with the Transaction.

4. DISAGREEMENT ON CONTENT

If Super Group and SG Fleet disagree on the form or content of any SGF Information to be included in the circular, they must consult in good faith to try to settle an agreed form of such SGF Information. If complete agreement is not reached after reasonable consultation, then the board of SG Fleet will, acting in good faith and subject always to the Listings Requirements and other applicable South African laws and regulations, decide the final form or content of such information. For the avoidance of doubt, should Super Group and SG Fleet disagree on any other aspect of the circular, other than the SGF Information, the Board will, acting in good faith, decide the final form or content of such information.

5. THE STANDSTILL

5.1 The Standstill Proposal

During the term of the SID, Super Group undertakes not to:

(a) sell or agree or offer to sell any of the SG Fleet Shares or any relevant interest in the SG Fleet Shares, to any third party;

(b) dispose of any economic interest equivalent or similar to ownership in the SG Fleet Shares (whether by entering into any swap, derivative or otherwise) to any third party;
(c) grant proxies (without voting instructions) in favour of any third party in relation to the SG Fleet Shares; or
(d) aid, abet, induce or act in concert with any third party in doing any of the things mentioned above.

5.2 Acknowledgement and Warranty

(e) SG Fleet warrants the form of the SID will be as set out in Schedule 2 to the Cooperation Agreement and will not be amended without the consent of Super Group (which must not be unreasonably withheld, delayed or conditioned).
(f) SG Fleet agrees that should it be in breach of the aforementioned warranty and fail to remedy such breach within 5 business days of receipt of notice from Super Group requiring SG Fleet to remedy such breach, Super Group shall be entitled, in its sole and absolute discretion, to cancel the standstill proposal provisions, in which event Super Group will no longer be bound thereby.

6. BOARD RECOMMENDATION

6.1 Recommendation

Super Group warrants to SG Fleet that, as at the date of the Cooperation Agreement, it has been advised by each Super Group director that he or she will act in accordance with the provisions of clause 4 of the Cooperation Agreement (as summarised in this clause 6).

6.2 Circular to contain recommendation

Super Group will, subject to clause 6.3, procure that the circular includes:

(g) a unanimous recommendation by the Board that Shareholders vote in favour of the Transaction Resolution ("Recommendation"); and
(h) a statement by each Super Group director that he or she intends to vote in favour of the Transaction Resolution in respect of all Super Group Shares controlled or held by, or on behalf of, that Super Group director ("Voting Intention"),

in each case qualified only by words to the effect of:

(i) 'in the absence of a Superior Proposal' (as defined in the SID ("Superior Proposal")); and
(j) 'subject to the Independent Expert (as defined in the SID ("Independent Expert")) concluding that the Scheme is in the best interests of SG Fleet Shareholders'.

6.3 Withdrawal or modification of Recommendation and Voting Intention

Super Group will use its reasonable endeavours to procure that no Super Group director:

(k) changes, withdraws or modifies his or her Recommendation or Voting Intention; or
(l) makes any public statement or recommendation that is inconsistent with his or her Recommendation of the Scheme, in each case except where:

(i) SG Fleet receives a Competing Proposal (as defined in the SID ("Competing Proposal")) and the board of SG Fleet has determined, after all of Bidco's rights under clause 9.6 of the SID have been exhausted, that the Competing Proposal constitutes a Superior Proposal;
(ii) the Independent Expert provides a report to SG Fleet (including either the Independent Expert's Report or any update of, or any revision, amendment or supplement to, that report), either prior to the dispatch of the Scheme Booklet or prior to 08:00 on the Second Court Date (as defined in the SID), that concludes that the Scheme is not in the best interests of SG Fleet Shareholders (and if this conclusion of the Independent Expert has been determined by the Independent Expert based on a Competing Proposal, after completion of the matching right process set out in clause 9.6 of the SID); and/or
(iii) the change, withdrawal or modification occurs because of a requirement or request of a South African Court or other regulatory authority that the relevant Super Group director abstain or withdraw from making a Recommendation after the date of the Cooperation Agreement.

7. TERMINATION

Unless otherwise expressly provided to the contrary, the Cooperation Agreement terminates automatically when the SID is terminated.

ANNEXURE 6

TAX TREATMENT IN RESPECT OF THE DISTRIBUTION

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including this section dealing with the tax treatment in respect of the distribution.

The summary below is a general guide and is not intended to constitute a complete analysis of the tax consequences pursuant to the holding of Shares in Super Group in terms of South African tax law, specifically the entitlement to the dividend declared by Super Group. It is not intended to be, nor should it be considered as legal or tax advice. Super Group and its advisors cannot be held responsible for the tax consequences of the holding of the Shares in Super Group, specifically the declaration of the dividend by Super Group and therefore Shareholders are advised to consult their own tax advisors in this regard.

The tax position of a Shareholder is dependent upon such Shareholder's individual circumstances.

The statements of law set forth below are subject to any changes (which may be applied retrospectively) in South African law or in the interpretation thereof by South African Revenue Services ("SARS"), or in the relevant Treaty occurring after the date thereof.

TAXATION OF DIVIDENDS

South Africa currently imposes a dividend withholding tax on companies ("Dividends Tax") at the rate of 20 percent of the amount of any dividend paid by any company to its shareholders, other than a headquarter company.

Dividends Tax is generally imposed on the beneficial owner of the dividends. Dividends Tax is subject to domestic exemptions or relief in terms of the applicable Treaty. However, one can only make use of such relief if a declaration and undertaking have been given by the beneficial owner of the dividends to the regulated intermediary making the payment of the dividend beforehand. Such declaration and undertaking entitling the beneficial owner to a reduced dividend rate must be renewed every five years, unless the exception as indicated below applies.

Dividends paid by a company to another South Africa resident company, a South African pension fund or a South African portfolio for collective investment scheme in securities are for instance also exempt from Dividends Tax.

Dividends Tax could be reduced to a lower rate under the provisions of an applicable Treaty, if all the requirements are met. Generally, such rate is reduced to either 10 percent or 5 percent in the case of a Treaty, depending on the percentage shareholding of the shareholder concerned. In order to make use of the reduced rate in terms of a Treaty, Shareholders should also complete a declaration and undertaking in favour of Super Group beforehand. Such declaration and undertaking need to be renewed at least every five years unless the regulated intermediary is subject to the provisions of domestic or international avoidance treaties such as the US Foreign Account Tax Compliance Act.

The general withholding tax on dividends of 20 percent is reduced if –

a shareholder qualifies for exemption from the Dividends Tax on the basis of South African domestic law; and
the formal requirements to apply for such exemption are satisfied.

In order to qualify for an exemption from Dividends Tax the beneficial owner of the cash dividend must provide the following documentation to the CSDP –

a written declaration that the cash dividend is exempt from withholding tax in terms of South African domestic law; and
a written undertaking to inform the regulated intermediary in writing should the circumstances affecting the applicable exemption change, or should the beneficial owner cease to be the beneficial owner,

by the date determined by the CSDP, or where no date is determined, by the date of payment of the dividend.

Generally, a cash dividend is exempt from Dividends Tax for corporate shareholders in terms of domestic law, provided that similar documentary requirements are complied with. In the case of non-corporate shareholders, the cash dividend may be exempt from Dividends Tax in terms of domestic law. Otherwise, the general rate of 20 percent applies.

A dividend is currently defined as any amount transferred or applied by a company for the benefit or on behalf of any person in respect of any share in that company, whether that amount is transferred or applied by way of a distribution made by the company, or as consideration for the acquisition of any share in that company.

In the current instance, the Board intends to determine a distribution of a dividend to Shareholders of approximately R16.30 per share. The final quantum of the dividend will be determined with reference to the AUD/ZAR exchange rate applicable to the implementation of the Scheme.

Dividends are generally exempt from the payment of income tax.

VALUE ADDED TAX

The declaration of a dividend is not a taxable supply for VAT purposes.

NON-RESIDENT SHAREHOLDERS

Shareholders that are not resident for South African tax purposes should consult their own professional tax advisors pertaining to the tax consequences of the receipt of the dividend from Super Group, having regard to the tax laws in their jurisdiction and the application of any tax treaties concluded between South Africa and their country of residence.

In particular, the receipt of the dividend may create a tax liability for non-resident Shareholders in certain jurisdictions or give rise to other unanticipated tax consequences that are not levied in South Africa. Super Group has not established these consequences, and each non-resident Shareholder should thus consult its own tax advisor pertaining to the tax consequences of the receipt of the dividend from Super Group.

ANNEXURE 7

EXCHANGE CONTROL CONSIDERATIONS IN RESPECT OF THE DISTRIBUTION

The definitions and interpretations commencing on page 8 of this circular apply to this circular in its entirety, including this section dealing with the exchange control considerations in respect of the distribution.

The summary of the exchange control provisions pertaining to the declaration of the dividend by Super Group is based on the current exchange control laws of South Africa that are applicable as at the date of this circular and is subject to potential changes that may be made to such legislation subsequently, which could be retrospective. The summary does not constitute any advice and is intended as a general guideline only. It is not intended to be a comprehensive statement of the applicable exchange control provisions that may be applicable to the holding of Shares in Super Group, specifically the declaration of the dividend. Shareholders that are uncertain how to deal with any exchange control related matters should contact their own professional advisors without delay. It should be noted that Super Group is subject to exchange control restrictions by virtue of its Shares being listed on the Johannesburg Stock Exchange ("JSE").

EXCHANGE CONTROL

The Exchange Control Regulations provide for restrictions on the exportation of capital from the Common Monetary Area (the "CMA"). The CMA consists of South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini. Transactions between residents of the countries comprising the CMA and foreigners are subject to Exchange Control Regulations provisions, which are administered by the Financial Surveillance Department of the South African Reserve Bank ("SARB").

Various reforms have been made to the Exchange Control Regulations with a view to relax the rules pertaining to foreign investments. A considerable degree of flexibility is built into the system and the SARB has substantial discretionary powers in approving or rejecting a specific application that has been submitted through an Authorised Dealer in foreign exchange appointed by the SARB. The relaxations of the provisions of the Exchange Control Regulations are contained in the Currency and Exchanges Manual for Authorised Dealers. As provided for in the Exchange Control Regulations, the SARB has also delegated to Authorised Dealers the power to approve certain transactions, without the SARB's prior approval.

It was announced in the 2020 South African Budget that the Exchange Control Regulations will be replaced by a new capital flow management framework and regulations. Previously a distinction was made between residents, non-residents and emigrants. These concepts were described as follows –

a resident means any person, being a natural person or a legal entity, who has taken up permanent residence, is domiciled or registered in South Africa;
a non-resident means any person, being a natural person or a legal entity, whose place of residence, domicile or registration is outside the CMA; and
an emigrant means a South African resident who has left South Africa to take up permanent residence or has been granted permanent residence in a country outside the CMA.

It should be appreciated that a South African resident will only be regarded as an emigrant if he/she has formally recorded the emigration with the SARB in respect of the provisions that applied up to 28 February 2021. Shareholders that are not clear under which category they fall, should approach their relevant Authorised Dealer to request confirmation and the tax treatments pertaining to their holding of Shares in Super Group.

The concept of "emigration" as recognised by the SARB was phased out with effect from 1 March 2021. Exchange Control Circular 6/2021 dated 26 February 2021 and 8/2021 dated 21 May 2021 set out the changes in relation to emigrants with effect from 1 March 2021. Instead of the formal concept of "emigration" still being recognised, it has been substituted with a verification process by the SARB. Natural person residents and natural person emigrants are treated identically. The process of blocking an emigrant's remaining assets fell away and is treated as normal fund transfers in line with any other foreign capital allowance transfer. Authorised Dealers can now allow the transfer of assets of an emigrant abroad provided the natural person has ceased to be a resident of South Africa, has obtained a tax compliance status confirmation from the South African Revenue Services ("SARS") and is tax compliant upon verification of such confirmation. To ensure a smooth transition from the previous framework to the new framework, natural persons that applied to emigrate under

the previous framework by obtaining an MP336(b) form that was attested to by an Authorised Dealer on or before 28 February 2021, are still dealt with under the previous framework should their emigration applications have been approved on or before 28 February 2021. Shareholders should consult their relevant Authorised Dealer should they be unsure of their status or the way in which they need to deal with their shareholding in Super Group.

THE POSITION OF SUPER GROUP

Given the fact that the Shares of Super Group are listed on the JSE, Super Group is subject to application by the SARB of the Exchange Control Regulations. Approval has been obtained by Super Group from the SARB to declare the dividend and to remit the proceeds, provided that the proceeds are converted from South African Rand to foreign currency first in the case of non-resident Shareholders.

RESIDENTS OF THE CMA

In the case of certificated shareholders whose registered addresses are within the CMA and whose documents of title are not restrictively designated in terms of the Exchange Control Regulations, the dividend will be transferred to such Shareholder by way of electronic fund transfer. In the case of dematerialised shareholders whose registered addresses are within the CMA and whose accounts with their CSDP or broker have not been restrictively designated in terms of the Exchange Control Regulations, the dividend will be credited directly to the accounts nominated for such Shareholder by their duly appointed CSDP or broker in terms of the provisions of the custody agreement with their CSDP or broker.

EMIGRANTS FROM THE CMA

To the extent that any Shares are restrictively designated in terms of the Exchange Control Regulations, the dividend will be paid either to the broker or CSDP controlling the remaining portfolios of the emigrant in the case of dematerialised shares or paid to the Authorised Dealer controlling the relevant emigrant's remaining assets. The Authorised Dealer shall arrange for same to be credited directly to the emigrant's capital account.

To the extent that the relevant shareholding has not been restrictively designated and in the case of any other non-resident, the dividend will be deposited with the Authorised Dealer in foreign exchange in South Africa nominated by that Shareholder. Such Shareholder must instruct the Authorised Dealer of such fact. Dividend payments will be credited directly to the bank accounts nominated by non-resident Shareholders nominated for them by their CSDP or broker.

In the case of emigrant's dividends and residual cash payments they should generally be freely transferable from South Africa unless the shareholding has been restrictively endorsed in terms of the regime that applied prior to 1 March 2021. However, it should also be noted that it was indicated by the SARB in Exchange Control Circular 3/2023 that the remaining funds in South Africa may be transferred from South Africa up to R10 million, subject to the emigrant obtaining the relevant tax compliance status confirmation from SARS.

NON-RESIDENTS OF THE CMA

The dividend will be paid to the Authorised Dealer nominated by the Shareholder in the case of certificated shares. In the case of dematerialised shares held by a Shareholder the dividend will be paid to their duly appointed broker or CSDP in terms of the custody agreement concluded with such broker of CSDP.

GENERAL

Shareholders who are not resident in, or whose registered addresses are outside the CMA, will need to comply with the Exchange Control Regulations as set out above in relation to those jurisdictions.

If Shareholders are in any doubt as to what action to take, they should consult their professional advisors.

ANNEXURE 8

MATERIAL LOANS OF SG FLEET

Region	Lender	Borrower	Purpose	Recourse	Security Provided	Loan Amount	Redraw-able	Repayment/ Renewal Terms	If repayable within 12 months, payment to be financed as per below	Details of conversion or redemption rights	Interest Rate
Australia	Australian Synd Agreement Facility C and D	SG Fleet Australia	General working capital	Full recourse	Secured by all assets of the Guarantor subsidiaries	Up to AUD 115 million	Yes	Quarterly redrawable	Balance sheet cash	Not applicable	90-day Bank Bill Swap Rate (BBSW) plus a margin of 2% to 3%
Australia	Autonomy Trust – Aus	SG Fleet Australia	Lease vehicle finance – Warehouse	Recourse limited to assets owned by the warehouse trust	Secured by the vehicle fleet within a segregated securitised warehouse trust structure	Up to AUD 1 651 million	Yes	Revolving to maturity date of 14 June 2025, then monthly amortising using principal component of lease rentals received on leases owned by the trust	Not applicable	Not applicable	Warehouse cost of funds cannot be publicly disclosed
Australia	Australian Synd Agreement Facility A	SG Fleet Australia	Acquisition finance	Full recourse	Secured by all assets of the Guarantor subsidiaries	AUD 275 million	No	Bullet maturity due 29 September 2026	Not applicable	Not applicable	90-day BBSW plus a margin of 2% to 3%
New Zealand	Autonomy Trust – NZ	SG Fleet Australia	Lease vehicle finance – Warehouse	Recourse limited to assets owned by the warehouse trust	Secured by the vehicle fleet within a segregated securitised warehouse trust structure	Up to AUD 215 million	Yes	Revolving to maturity date of 16 June 2025, then monthly amortising using principal component of lease rentals received on leases owned by the trust	Not applicable	Not applicable	Warehouse cost of funds cannot be publicly disclosed
United Kingdom	HSBC	SG Fleet UK	Lease vehicle finance	Full recourse	Secured by the specific vehicle fleet funded by the facility	Up to GBP 15 million	Yes	Quarterly amortising payment per vehicle	Not applicable – Each vehicle is amortised over its useful life	Not Applicable	Fixed rate of 5% to 6%

Region	Lender	Borrower	Purpose	Recourse	Security Provided	Loan Amount	Redraw-able	Repayment/ Renewal Terms	If repayable within 12 months, payment to be financed as per below	Details of conversion or redemption rights	Interest Rate
United Kingdom	Lombard	SG Fleet UK	Lease vehicle finance	Full recourse	Secured by the specific vehicle fleet funded by the facility	Up to GBP 35 million	Yes	Quarterly amortising payment per vehicle	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Fixed rate of 4% to 5%
United Kingdom	PEAC (Pan-European Asset Company)	SG Fleet UK	Lease vehicle finance	Full recourse	Secured by the specific vehicle fleet funded by the facility	Up to GBP 15 million	Yes	Quarterly amortising payment per vehicle	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Fixed rate of 5% to 6%
United Kingdom	Australian Synd Agreement Facility B	SG Fleet UK	Acquisition finance	Full recourse	Secured by all assets of the Guarantor subsidiaries	Up to AUD 26 million	No	Bullet maturity due 29 September 2026	Not applicable	Not applicable	SONIA plus a margin of 2% to 3%

ANNEXURE 9

MATERIAL LOANS OF SUPER GROUP

Region	Lender	Borrower	Purpose	Security Provided	Loan Amount	Repayment/ Renewal Terms	If repayable within 12 months payment to be financed as per below	Details of conversion or redemption rights	Interest Rate
Mauritius	ABSA Bank	Super Group Trading Limited	Letters of credit/ short term loans	Holding company guarantee from Bluefin Investments	Up to USD 9 million	Payable 90 days after drawdown	Funded through general working capital resources	Not applicable	SOFR plus 2% to 3%
Mauritius	Investec Bank	Super Group Trading Limited	Revolving credit and other	Holding company guarantee from Super Group	Up to USD 8 million	TBA	Funded through general working capital resources	Not applicable	FED plus 1% to 2%
Mauritius	Standard Bank	Super Group Trading Limited	Revolving credit and other	Holding company guarantee from Bluefin Investments Limited	Up to US 14 million	TBA	Funded through general working capital resources	Not applicable	FDTRMID plus 1% to 2%
South Africa	ABSA Bank	Super Group Trading (Pty) Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 500 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%
South Africa	ABSA Bank	Super Group Trading (Pty) Limited	Dealership inventory finance (Floorplan)	Secured by the vehicle inventories	Up to ZAR 300 million	Repayable on sale of vehicle with predefined maximum terms	Funded through general working capital resources	Not applicable	Prime rate less 1% to 2%
South Africa	ABSA Bank	ABF Legend Logistics Proprietary Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 200 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%

Region	Lender	Borrower	Purpose	Security Provided	Loan Amount	Repayment/ Renewal Terms	If repayable within 12 months payment to be financed as per below	Details of conversion or redemption rights	Interest Rate
South Africa	ABSA Bank	Digistics Proprietary Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 175 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%
South Africa	Daimler Financial Services	Super Group Trading (Pty) Limited	Dealership inventory finance (Floorplan)	Secured by the vehicle inventories	Up to ZAR 805 million	Repayable on sale of vehicle with predefined maximum terms	Funded through general working capital resources	Not applicable	Prime rate less 0% to 2%
South Africa	Daimler Financial Services	Lieben Logistics Proprietary Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 500 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%
South Africa	First Rand Bank	Super Group Trading (Pty) Limited	Dealership inventory finance (Floorplan)	Secured by the vehicle inventories	Up to ZAR 1 200 million	Repayable on sale of vehicle with predefined maximum terms	Funded through general working capital resources	Not applicable	Prime rate less 1% to 3%
South Africa	First Rand Bank	Super Group Trading (Pty) Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 200 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%
South Africa	First Rand Bank	SG Coal Proprietary Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 200 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 1% to 2%

Region	Lender	Borrower	Purpose	Security Provided	Loan Amount	Repayment/ Renewal Terms	If repayable within 12 months payment to be financed as per below	Details of conversion or redemption rights	Interest Rate
South Africa	First Rand Bank	Super Group Trading (Pty) Limited	Revolving credit and other	Holding company guarantee from Super Group Holdings Proprietary Limited and Super Group Limited	Up to ZAR 150 million	Expires on 365 days' notice from the lender	Not applicable	Not applicable	Prime rate less 0% to 2%
South Africa	First Rand Bank	Digistics Proprietary Limited	Vehicle finance	Secured by the vehicle	Up to ZAR 129 million	Repayable in monthly instalments over periods up to 60 months	Not applicable – Each vehicle is amortised over its useful life	Not applicable	Prime rate less 0% to 2%

supergroup

Super Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1943/016107/06)

Share code: SPG

ISIN: ZAE000161832

LEI: 378900A8FDADE26AD654

Debt company code: BISGL

("Super Group" or "Company")

NOTICE OF GENERAL MEETING

Where appropriate and applicable, the terms defined in the circular to which this notice of general meeting is attached bear the same meanings in this notice of general meeting and, in particular, in the resolutions set out below.

Notice is hereby given that a general meeting of Super Group Shareholders recorded in the register of Super Group on Friday, 14 February 2025, will be held through electronic communication on Tuesday, 25 February 2025, at 09:00, to consider and, if deemed fit, pass, with or without modification, the resolutions set out below.

Shareholders are referred to the circular, which sets out the information and explanatory material that they may require in order to determine whether to participate in the general meeting and vote on the resolutions set out below.

In terms of section 62(3)(e) of the Companies Act:

a Shareholder who is entitled to attend and vote at the general meeting is entitled to appoint a proxy or two or more proxies to electronically participate in and vote at the general meeting in the place of the Shareholder;
a proxy need not be a Shareholder of the Company; and
Shareholders recorded in the register of the Company on the voting record date (including Shareholders and their proxies) are required to provide reasonably satisfactory identification before being entitled to electronically participate in the general meeting. In this regard, all Shareholders recorded in the register on the voting record date will be required to provide identification satisfactory to the chairperson of the general meeting. Forms of identification include valid identity documents, drivers' licences and passports.

The quorum requirement for the Resolutions set out below is sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on the Resolutions, provided that at least three Shareholders of the Company are electronically participating in the general meeting.

2025
Circular and notice of general meeting posted to Shareholders on	Monday, 3 February
Last date to trade to be eligible to electronically participate in and vote at the general meeting on	Tuesday, 11 February
Record date to be eligible to electronically participate in and vote at the general meeting on	Friday, 14 February
For administrative purposes, forms of proxy to be lodged by 09:00 on	Monday, 24 February
For administrative purposes, and to participate in the general meeting, the completed electronic participation forms must be received by JIS by 09:00 on	Monday, 24 February
General meeting held at 09:00 on	Tuesday, 25 February
Results of general meeting released on SENS on	Tuesday, 25 February

Ordinary Resolution I – Approval of the Transaction

"Resolved as an ordinary resolution that in accordance with section 9 of the Listings Requirements, the Transaction, being a disposal by Bluefin Investments of its 53.584% equity interest in SG Fleet to Bidco as contemplated in the Scheme Implementation Deed, is hereby approved by Shareholders."

In order for Ordinary Resolution I to be passed, votes in favour must represent more than 50% of the voting rights exercised at the general meeting in person or by proxy and who were entitled to exercise voting rights in respect of Ordinary Resolution I.

Reason and effect of Ordinary Resolution I

The reason for Ordinary Resolution I is that the Transaction constitutes a category I transaction in terms of the Listings Requirements and, as such, requires the approval of more than 50% of the total voting rights exercised by Super Group Shareholders at the general meeting in terms of section 9 of the Listings Requirements.

The effect of Ordinary Resolution I, if passed, will be to grant the necessary Shareholder approval for the Transaction in terms of the Listings Requirements.

Ordinary Resolution 2 – Directors and/or Company Secretary authority

"Resolved as an ordinary resolution that any Director and/or the Company Secretary of Super Group be and is hereby authorised and empowered to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to give effect to Ordinary Resolution I set out in this notice of general meeting and anything already done in this respect be and is hereby ratified to the fullest extent permissible in law."

In order for Ordinary Resolution 2 to be passed, votes in favour must represent more than 50% of the voting rights exercised at the general meeting in person or by proxy and who were entitled to exercise voting rights in respect of Ordinary Resolution 2.

Reason and effect of Ordinary Resolution 2

The reason for and effect of Ordinary Resolution 2 is to authorise any Director and/or the Company Secretary of Super Group to do all such things and sign all such documents as are deemed necessary or desirable to implement Ordinary Resolution I set out in the notice of general meeting, which requires the approval of the Shareholders.

By order of the Board

John Mackay
Company Secretary

3 February 2025

Registered Address

Super Group Limited
27 Impala Road
Chislehurston, 2196
Telephone: +27 (0)11 523 4000

Transfer Secretaries in South Africa

JSE Investor Services
(Registration number 2000/007239/07)
One Exchange Square
2 Gwen Lane
Sandown, Sandton
2196
(PO Box 4844, Johannesburg, 2000)

supergroup

Super Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1943/016107/06)

Share code: SPG

ISIN: ZAE000161832

LEI: 378900A8FDADE26AD654

Debt company code: BISGL

FORM OF PROXY – FOR USE BY CERTIFICATED AND OWN-NAME REGISTERED DEMATERIALISED SHAREHOLDERS ONLY

All terms defined in the circular, to which this form of proxy is attached, shall bear the same meanings when used in this form of proxy.

For use only by Shareholders holding certificated shares, nominee companies of CSDPs, brokers' nominee companies and own-name registered dematerialised Super Group Shareholders at the general meeting to be held through electronic communication on Tuesday, 25 February 2025 at 09:00, or at any adjournment thereof.

Dematerialised shareholders who are not own-name registered dematerialised shareholders must not complete this form of proxy and must provide their CSDP or broker with their voting instructions, except for own-name registered dematerialised shareholders recorded in the sub-register through a CSDP or broker, which Shareholders must complete this form of proxy and lodge it with their CSDP or broker in terms of the custody agreement entered into between them and their CSDP or broker.

Dematerialised shareholders who are not own-name registered dematerialised shareholders wishing to attend and/or participate in the general meeting must inform their CSDP or broker of such intention and request their CSDP or broker to issue them with the necessary letter of representation to attend and/or participate.

I/We

of address

being the holders of Shares appoint (see notes I and 4)

or failing him
or failing him
The chairman of the general meeting

as my/our proxy to act for me/us and on my/our behalf at the general meeting that will be electronically held for the purpose of considering and, if deemed fit, passing with or without modification the Resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or against such Resolutions and/or to abstain from voting in respect of the Shares registered in my/our names, in accordance with the following instructions (see note 5):

	For	Against	Abstain
Ordinary Resolution 1 – Approval of the Transaction
Ordinary Resolution 2 – Directors and/or Company Secretary authority

On a show of hands, a person entitled to vote is only entitled to one vote, irrespective of the number of the relevant Super Group Shares he holds or represents.

On a poll a person entitled to electronically vote at the general meeting personally or by proxy is entitled to one vote for each Super Group Share held or represented by him.

Proxies may delegate their authority in terms of this proxy to another person. Unless it is revoked earlier, this proxy form will lapse and cease to be of force and effect immediately after the general meeting or at any adjournment thereof.

Signed at (place) on 2025

Signature

Assisted by (where applicable)

Please read the notes following this form of proxy.

Notes to Form of Proxy

It is requested for administrative purposes only that this form of proxy should be completed and returned to the Transfer Secretaries, JIS by no later than 09:00 on Monday, 24 February 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) Limited
One Exchange Square
2 Gwen Lane
Sandown, Sandton
2196	JSE Investor Services (Pty) Limited
PO Box 4844
Johannesburg
2000

This form is for use by registered Shareholders who wish to appoint another person (a proxy) to represent them at the general 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 paragraph 11 below.

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 instructions. Alternatively, if they wish to attend the general 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.
This proxy shall apply to all 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.
A Shareholder may appoint one or more persons 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 general 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 general 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.
Unless revoked, the appointment of a proxy in terms of this form of proxy remains valid until the end of the general meeting, even if the meeting or part thereof is postponed or adjourned.
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 on any resolution; or
6.2 the Shareholder gives contradictory instructions in relation to any matter; or
6.3 any additional resolution/s are properly put before the general meeting; or
6.4 any resolution listed in the form of proxy is modified or amended,

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.

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:
it is accompanied by a certified copy of the authority given by the Shareholder to the Signatory; or
the Company has already received a certified copy of that authority.

The chairman of the general 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 general 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.

Any alterations made in this form of proxy must be initialled by the authorised signatory/ies.
This form of proxy is revoked if the Shareholder who granted the proxy:
gives written notice of such revocation to the Company, so that it is received by the Company by no later than 09:00 on Tuesday, 25 February 2025; or
subsequently appoints another proxy for the meeting; or
attends the general meeting himself in person.
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 general 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 Transfer Secretaries (details in note 1), by not later than 09:00 on Monday, 24 February 2025. Nevertheless, the written notice is to be lodged with the chairman of the general meeting prior to the general meeting to reach the chairman prior to the commencement of the general meeting. 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 Transfer Secretaries (details in note 1).

The completion and lodging of this form of proxy does not preclude the relevant Shareholder from attending the general meeting via electronic platform and speaking and voting in person to the exclusion of any proxy appointed by the Shareholder.
The chairman of the general meeting 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.

-fice

supergroup

Super Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1943/016107/06)

Share code: SPG

ISIN: ZAE000161832

LEI: 378900A8FDADE26AD654

Debt company code: BISGL

ELECTRONIC PARTICIPATION FORM

All terms defined in the circular, to which this electronic participation form is attached, shall bear the same meanings when used in this electronic participation form.

Participation in the general meeting via electronic communication

Shareholders or their duly appointed proxy(ies) that wish to participate in the general meeting on Tuesday, 25 February 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 JSE Investor Services ("JIS"), by delivering the duly completed Form to: One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, or posting it to PO 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 Monday, 24 February 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 general meeting at 09:00 on Monday, 24 February 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 share certificate (if applicable):

Signature:

Date:

-fice

Terms and conditions for participation in the general meeting via electronic communication

The cost of electronic participation in the general meeting is for the expense of the Participant and will be billed separately by the Participant's own service provider.
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 general meeting.
The application to participate in the general meeting 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:

80
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JOB029441

AI assistant

SUPER GROUP LIMITED — Proxy Solicitation & Information Statement 2025

48829_rns_2025-02-03_6a3612a6-4a96-4cd6-a393-812deeb71b10.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Action required:

CIRCULAR TO SUPER GROUP SHAREHOLDERS

FORWARD-LOOKING STATEMENT DISCLAIMER

Company secretary and registered office

Date and place of incorporation

Financial advisor and transaction sponsor

Independent auditor

Registered office of SG Fleet

Date and place of incorporation

Legal advisor

Transfer secretaries

PART 4 – GENERAL

ANNEXURE 1

ANNEXURE 2

ANNEXURE 3

ANNEXURE 4

ANNEXURE 5

ANNEXURE 6

ANNEXURE 7

ANNEXURE 8

ANNEXURE 9

NOTICE OF GENERAL MEETING

FORM OF PROXY (blue)

ELECTRONIC PARTICIPATION FORM (pink)

Super Group Shareholders are requested to take careful note of the following provisions regarding the action required by them in connection with this circular:

I. NOTICE OF GENERAL MEETING

2. ELECTRONIC PARTICIPATION AT THE GENERAL MEETING

2.1 Connecting to the general meeting electronically

2.2 Electronic voting at the general meeting

3. IDENTIFICATION

4. DEMATERIALISED SHAREHOLDERS WITHOUT "OWN-NAME" REGISTRATION

4.1 Voting at the general meeting

4.2 Participation and representation at the general meeting

5. CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION

5.1 Voting and participation at the general meeting

Transfer Secretaries

DEFINITIONS AND INTERPRETATIONS

Super Group Limited

Non-executive

Executive

CIRCULAR TO SUPER GROUP SHAREHOLDERS

PART I – THE TRANSACTION

I. INTRODUCTION AND PURPOSE OF CIRCULAR

2. BACKGROUND TO AND RATIONALE FOR THE TRANSACTION

3. DESCRIPTION OF PEP AND BIDCO

4. PURCHASE CONSIDERATION AND USE OF PROCEEDS

5. CONDITIONS PRECEDENT AND APPROVALS REQUIRED

PART 2 – OVERVIEW OF SG FLEET

II. NATURE OF BUSINESS AND PROSPECTS

12. HISTORICAL FINANCIAL INFORMATION

13. MATERIAL CHANGES

14. MATERIAL LOANS

15. MATERIAL CONTRACTS

16. LITIGATION STATEMENT

17. OVERVIEW OF THE BUSINESS AFTER THE TRANSACTION

17.1 Summary of Super Group and the Super Group business divisions

17.2 Vision, purpose and ambition

17.3 Super Group's core strategic objectives

17.4 Super Group simplified Group structure before and after completion of the Transaction

17.5 Prospects of the Group after completion of the Transaction

17.6 Investment proposition after completion of the Transaction

18. MATERIAL CONTRACTS

19. FINANCIAL INFORMATION

19.1 Historical financial information

19.2 Pro Forma Financial Information

Notes and assumptions:

19.3 Normalised Financial Information

20. MATERIAL CHANGES

21. MAJOR SHAREHOLDERS

22. MATERIAL LOANS

23. MATERIAL RISKS

24. WORKING CAPITAL STATEMENT

25. LITIGATION STATEMENT

26. INFORMATION IN RESPECT OF THE DIRECTORS

26.1 Directors' interests in Super Group Shares

26.2 Directors' interests in transactions

SUPER GROUP LIMITED Proxy Solicitation & Information Statement 2025