SUPER GROUP LIMITED - Results of the General Meeting Disposal of SG Fleet Group Limited

Results of the General Meeting – Disposal of SG Fleet Group Limited

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

RESULTS OF THE GENERAL MEETING – DISPOSAL OF SG FLEET GROUP LIMITED


1. INTRODUCTION

   Super Group shareholders ("Shareholders") and noteholders are referred to the announcement released on
   the Stock Exchange News Service ("SENS") on Wednesday, 4 December 2024, relating to the proposed
   disposal by Bluefin Investments Limited, a wholly owned subsidiary of Super Group, of its 53.584% interest
   in SG Fleet Group Limited ("SG Fleet") (the "Transaction").

   Shareholders and noteholders are further referred to the announcement released on SENS on Monday, 3
   February 2025 regarding the distribution of the circular setting out details of the Transaction and
   incorporating a notice convening a general meeting of Shareholders ("general meeting" or "GM") for the
   purposes of considering and, if deemed fit, to pass, with or without modification, the resolutions contained
   therein.

2. RESULTS OF GENERAL MEETING

   Shareholders are hereby advised that both the resolutions, as set out in the notice of GM and proposed at
   the general meeting, were passed, without modification, by the requisite majority of Shareholders.


                                                    Number of votes (one vote per share)

                                     Votes for     Votes against       Number of         Number of          Number of
                               resolution as a   resolution as a    shares voted   shares voted at             shares
                                 percentage of     percentage of           at GM           GM as a     abstained as a
                                  total number      total number                     percentage of      percentage of
                                     of shares         of shares                    votable shares       total issued
                                   voted at GM       voted at GM                                          exercisable
                                                                                                               shares


 Ordinary Resolution No 1:
 Approval of the Transaction            98.54%             1.46%     292 702 144            86.41%              0.01%

 Ordinary Resolution No 2:
 Directors' and/or Company
 Secretary authority                   100.00%             0.00%     292 702 144             86.41%             0.01%



Note:
Total number of shares in issue at the date of the GM is 340 000 000 of which 1 276 435 are treasury shares not
eligible to vote.
Total number of shares that can be exercised at the GM is 338 723 565.

3. IMPLEMENTATION OF THE TRANSACTION

   A further SENS announcement will be released by Super Group on or about Tuesday, 8 April 2025 advising
   Shareholders and noteholders of the outcome of the SG Fleet shareholder meetings to approve the scheme
   of arrangement. Implementation of the scheme of arrangement and the Transaction is expected to occur on
   Wednesday, 30 April 2025.


Sandton
25 February 2025

Financial Advisor and Transaction Sponsor
Investec Bank Limited

Legal Advisor
Fluxmans Inc.

Debt Sponsor
Questco Proprietary Limited

Date: 25-02-2025 11:50:00
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