SUPER GROUP LIMITED - Notification of the Voting Results in respect of the Request for Written Consent of Noteholders

Notification of the Voting Results in respect of the Request for Written Consent of Noteholders

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
LEI: 378900A8FDADE26AD654
Debt Company Code: BISGL
Bond codes: SPG011, SPG012, SPG013, SPG014, SPG015, SPG016, SPG017, SPGC05
ISINS: ZAG000187857, ZAG000195009, ZAG000197104, ZAG000200304, ZAG000200312, ZAG000203670,
ZAG000203696, ZAG000203688
("Super Group" or the "Company" or the "Group")

NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in the Consent Notice
(as defined below).

Noteholders are referred to the notice of request for written consent released by Super Group on SENS on 20 January
2025 (the "Consent Notice"), in which the Extraordinary Resolutions set out below were proposed:


1.    Extraordinary Resolution No. 1:

         "THAT, the Noteholders consent that the unconditional disposal of the Issuer's indirect 53,584% interest in
         SG Fleet Group Limited (Relevant Disposal) would not constitute an Event of Default pursuant to Condition
         18.1.1.9 (Disposal of material part of business) under the Terms and Conditions"

2.    Extraordinary Resolution No. 2:

         "THAT, subject to the passing of Extraordinary Resolution No. 1 above, the Noteholders consent to the
         amendment and restatement of the Applicable Pricing Supplements in respect of the SPG011 Notes, SPG012
         Notes, SPG013 Notes, SPG014 Notes, SPG015 Notes, SPG016 Notes and SPG017 Notes (which amendment
         and restatement shall only occur following the Relevant Disposal) to give effect to the activation of Item 38
         - "Redemption at the Option of the Issuer pursuant to Condition 11.3 (Redemption at the Option of the
         Issuer)" and as set out in the attached amended and restated Applicable Pricing Supplements (the Amended
         and Restated Applicable Pricing Supplements)."

      In this regard, Super Group confirms the voting results from the Consent Notice in relation to the total nominal
      amount of those classes of debt securities that were affected by the amendments are as follows:


Extraordinary Resolution No. 1

                                                                                     Votes
        Debt securities voted as a     Debt securities      Votes for the      against the            Votes
                   Rand value (R)           voted (%)     resolution* (%)      resolution*     abstained (%)
                                                                                       (%)
                   3 598 387 335               92.03%            100.00%            0.00%             0.00%

* In relation to the total number of debt securities voted in terms of the Consent Notice.

Following the above voting results for Extraordinary Resolution No. 1, the requisite majority was obtained,
and Extraordinary Resolution No. 1 has been passed.


Extraordinary Resolution No. 2

                                                               Votes against                      Consent for
              Debt securities        Debt      Votes for the                           Votes
                                                                         the                           early
 Note        voted as a Rand     securities     resolution*                        abstained
                                                                 resolution*                      redemption
                    value (R)     voted (%)             (%)               (%)             (%)
                                                                         
 SPG011          252 300 000          84.10%        92.87%            7.13%            0.00%              Yes

 SPG012          548 500 000          99.73%        68.73%            31.27%           0.00%              Yes

 SPG013          785 700 000          97.00%        10.69%            89.31%           0.00%              No

 SPG014          469 790 000          93.96%        88.72%            11.28%           0.00%              Yes

 SPG015          495 000 000          99.00%        77.78%            22.22%           0.00%              Yes

 SPG016          551 000 000          84.77%        86.39%            13.61%           0.00%              Yes

 SPG017          400 000 000         100.00%       100.00%             0.00%           0.00%              Yes


* In relation to the total number of debt securities voted in terms of the Consent Notice.

Following the above voting results for Extraordinary Resolution No. 2, the requisite majorities were obtained
for Notes SPG011, SPG012, SPG014, SPG015, SPG016 and SPG017, and Extraordinary Resolution No. 2 has
been passed for the respective notes.



Sandton
18 February 2025

Debt sponsor
Questco Proprietary Limited

Date: 18-02-2025 04:25:00
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