SUPER GROUP LTD.

(Company Registration No. 199101696K) (Incorporated in the Republic of Singapore) (the "Company")

PROPOSED BONUS ISSUE 1. INTRODUCTION The Company proposes to undertake a bonus issue ("Proposed Bonus Issue") of new ordinary shares in the capital of the Company ("Bonus Shares") on the basis of one (1) Bonus Share for every one (1) existing ordinary share in the capital of the Company ("Shares") held by its shareholders ("Shareholders") as at a books closure date to be determined by the directors of the Company ("Directors") for the purpose of determining the entitlements of Shareholders ("Books Closure Date"). 2. SALIENT TERMS OF THE PROPOSED BONUS ISSUE As at the date of this announcement, the Company has a total number of 557,738,980 Shares 1 in issue (including 152,000 treasury Shares) . On the assumption that there is no change to the total number of issued Shares up to the Books Closure Date, an aggregate of 557,738,980 Bonus Shares (including 152,000 Bonus Shares to be issued in respect of the treasury Shares) will be issued pursuant to the Proposed Bonus Issue. The actual number of Bonus Shares will depend on the total issued share capital of the Company (including treasury shares) as at the Books Closure Date. The Bonus Shares will be issued credited as fully paid at no cost to entitled Shareholders without capitalisation of the Company's reserves. The Bonus Shares will, on allotment and issue, rank pari passu in all respects with the existing issued Shares and with each other, except that the Bonus Shares will not be entitled to any dividends, rights, allotments or other distributions, the record date for which falls on a date before the date on which the Bonus Shares are allotted and issued. 3. RATIONALE FOR THE PROPOSED BONUS ISSUE The Proposed Bonus Issue is undertaken to: (a) (b) reward Shareholders for their loyalty to, and continuing support for, the Company; encourage greater equity participation by Shareholders, through the issue of Bonus Shares on a proportionate basis; increase the liquidity of Shares available for trading in the market; increase the accessibility of investments in the Company to more investors and encourage greater participation by investors;

(c) (d)

As at the date of this announcement, there are 557,586,980 issued Shares, 152,000 treasury shares and nil outstanding share awards ("Share Awards") under the Super Group Share Award Scheme ("Share Award Scheme").

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(e) (f)

broaden the Shareholder base of the Company; and increase the issued share capital base of the Company to reflect the growth and expansion of the business of the Company and its subsidiaries.

4.

CONDITIONS OF THE PROPOSED BONUS ISSUE The Proposed Bonus Issue is subject to the following conditions: (a) approval of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing of and quotation for the new Bonus Shares on the Official List of the SGX-ST; approval of Shareholders at an extraordinary general meeting of the Company to be convened in relation to the Proposed Bonus Issue ("EGM"); compliance with all applicable laws and regulations, including the Companies Act and the SGX-ST Listing Manual; and no governmental authority or court of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award having the effect of making any of the transactions contemplated under the Proposed Bonus Issue illegal or otherwise prohibiting consummation thereof.

(b)

(c)

(d)

5.

ADJUSTMENTS TO SHARE AWARDS There are currently no outstanding Share Awards under the Share Award Scheme. The Company will make necessary adjustments with respect to the Share Awards (if any) granted under the Share Award Scheme, to take into account the Proposed Bonus Issue in accordance with the rules of the Share Award Scheme.

6.

BOOKS CLOSURE DATE The Bonus Shares will be issued to Shareholders whose names appear in the Register of Members of the Company or the records of The Central Depository (Pte) Limited, as the case may be, as at the Books Closure Date. Notice of the Books Closure Date will be given at a later date after the necessary approvals have been obtained. Persons registered in the records of The Central Depository (Pte) Limited or the Register of Members of the Company as at the Books Closure Date will be entitled to the Proposed Bonus Issue on the basis of the number of Shares registered in their names or standing to the credit of their securities accounts as at the Books Closure Date. The Company will make a further announcement on the Books Closure Date after all necessary approvals have been obtained.

7.

INTEREST OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS None of the Directors and substantial Shareholders of the Company has any interest, direct or indirect, in the Proposed Bonus Issue other than through their respective shareholdings in the Company.

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8.

CIRCULAR A circular setting out, amongst other things, details of the Proposed Bonus Issue and enclosing a notice convening an EGM to seek Shareholders' approval of the Proposed Bonus Issue, will be despatched to Shareholders in due course.

9.

DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Bonus Issue, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.

BY ORDER OF THE BOARD SUPER GROUP LTD.

Tan Cher Liang Company Secretary 24 February 2014

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