Corporate Governance Report

Introduction

The directors and management of Super Group subscribe to the generally accepted principles of good corporate governance as one of the foundations of a sustainable business. Super Group is committed to and accepts responsibility for applying these principles to ensure that the Group is managed ethically within prudent risk parameters.

The Group is subject to and endorses the ongoing disclosure, corporate governance and other requirements required by the JSE. The Group also supports and complies with the principles of the South African Code of Corporate Practices and Conduct as recommended in the King III report and the International Integrated Reporting <IR> Framework.

In terms of paragraph 8.63(a) of the JSE Listings Requirements, the Group has published its application of the Chapter 2 principles on its website www.supergroup.co.za.

The 2016 financial year was another milestone year for Super Group, characterised by various corporate actions, including the acquisition of a 75% interest in IN tIME, a time-critical delivery services company in Germany, effective 2 November 2015. IN tIME has operations in Central, Eastern and Northern Europe. The Group acquired 100% of NLC, through its subsidiary SG Fleet, effective 30 November 2016. The Group's holding in SG Fleet decreased to 52.2% at the time of the NLC acquisition. These acquisitions are in line with Super Group's stated strategy of making selective acquisitions in its core businesses. Effective 1 July 2016, the GWM Business for Southern Africa was sold to GWM (China).

The Group raised R900 million through a Rights Offer to shareholders in early October 2015 to partially finance the IN tIME acquisition. The Group further raised R360 million through an Accelerated Bookbuild in December following the NLC acquisition.

Issues of corporate governance, including the requirements of the Companies Act, the JSE Listings Requirements and the release of the King Code IV report for Corporate Governance for South Africa 2016 in November 2016, will continue to receive the Board's attention, consideration and refinement as necessary in order for the Group to remain compliant with current practices in corporate governance and with the changes arising from the South African Corporate Law reformation process. Sound corporate governance remains one of the top priorities of the Board and executive management.