SUPER GROUP LIMITED - Acquisition of the DIG Group

Acquisition of the DIG Group

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
      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
                                                                                                     
Equity Sponsor: Investec Bank Limited

Debt Sponsor: Questco Proprietary Limited

Date: 05-02-2026 07:05:00
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