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 “Group”)


ACQUISITION OF THE DIG GROUP

1. Introduction and overview of the acquisition
   Super Group is pleased to announce that it has concluded a sale and purchase agreement (the
   “Agreement”), through its wholly-owned subsidiary Super Group Holdings Proprietary Limited
   (“SGH”), to acquire 70% of the equity of the DIG group of companies consisting of DIG Earthmoving
   Proprietary Limited, DIG Plant Hire Proprietary Limited, DIG Mining Proprietary Limited and DIG
   Civils Proprietary Limited (collectively “DIG” or the “DIG Group” and each a “Sale Company”) from
   Dugald Watson (“the Seller”), including a put option between the Seller and Super Group in terms
   of which the Seller can require SGH to purchase the remaining 30% from the 5th anniversary of the
   effective date (the “Put Option”)(collectively “the Acquisition”).


2. Rationale for the Acquisition
   Super Group’s strategy includes selective acquisitions in its core supply chain, fleet solutions and
   dealerships businesses. The acquisition of DIG will significantly complement the Group’s fleet
   solutions offering, capturing a market currently untapped by Super Group.


      As a result of its innovative management, established Original Equipment Manufacturer
      relationships, well maintained modern diversified fleet and its strategically located facility, the DIG
      Group remains well positioned in a sector which has strict safety compliance requirements,
      comprehensive customer induction and onboarding protocols, together with high upfront capital
      investment barriers.


3. Nature of the business of DIG Group
   The DIG Group is a plant and equipment hire business, headquartered in Johannesburg. Founded
   in 2002, the DIG Group is currently active across 19 mining sites, supporting clients in coal, chrome
   and gold mining. Its management team includes highly experienced specialists, who have
   extensive expertise in mining and plant and equipment hire. Read more at
   https://www.diggroup.co.za


4. Key terms of the Acquisition

4.1       Acquisition Consideration
          The purchase consideration in relation to the Acquisition comprises of R448 million settled in
          cash, a deferred component in the form of a deferred contingent profit warranty payment


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         capped at the maximum value of R160 million and the Put Option exercisable on the 5th
         anniversary of the effective date based on fair value at the time of exercise capped at the
         maximum value of R500 million, and will be satisfied in cash.


4.2      Financial Information
         4.2.1 The combined fair net asset value of the Sale Companies amounted to R575 976 254
                 (The net asset value per the aggregated audited annual financial statements amounted
                 to R374 358 014) as at 28 February 2025.

         4.2.2   The DIG Group’s normalised Profit After Tax was R191 513 390 (R151 568 225 per the
                 aggregated audited annual financial statements) for the year ended 28 February 2025.

         The above financial information has been extracted from the latest audited annual financial
         statements of each of the Sale Companies.


4.3       Effective Date

         The Acquisition will be effective on 1 March 2026.

4.4      Material terms and conditions precedent

         4.4.1   The Seller will retain the remaining 30% of the shares held by him in the Sale
                 Companies. DIG’s management team will remain employed in the businesses.

         4.4.2   Profit warranties apply for the periods F2026 and F2027. The deferred contingent
                 profit warranty payment in this regard shall be calculated by reference to whether the
                 Sale Companies achieve an average profit after tax in excess of R200 million per annum
                 over the relevant measurement period. In the event that the average profit after tax
                 exceeds the warranted amount, the Seller shall be entitled to receive an amount equal
                 to R3.20 for each R1 by which the average profit after tax exceeds the warranted
                 amount. Conversely, in the event that the average profit after tax is less than the
                 warranted amount, SGH shall be entitled to a clawback amounting to R3.20 for each
                 R1 by which the average profit after tax falls short of the warranted amount.


         4.4.3   All of the suspensive conditions in the Agreement have been fulfilled.


5. Categorisation of the Acquisition
   The Acquisition is classified as a Category 2 transaction in terms of paragraph 9.5(a) of the JSE
   Limited (“JSE)” Listings Requirements.

      As part of the implementation of the Acquisition, each of the Sale Companies will adopt new
      Memoranda of Incorporation, which have been drafted to ensure compliance by Super Group with
      paragraph 9.16 of the JSE Listings Requirements.


Sandton
5 February 2026


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Equity Sponsor: Investec Bank Limited

Debt Sponsor: Questco Proprietary Limited




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