Super Group Management Comments on Recent Anti-Dilutive Measures

December 15, 2022 at 08:30 AM EST

Impact of public warrant exchange, cancellation of private warrants and earnout shares waiver remove potential issuance of approximately 79 million additional ordinary shares

Measures underscore the Company’s commitment to proactive shareholder-friendly efforts

Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC”, “Super Group” or the “Company”) today commented on the impact of the previously announced Company public warrant exchange, the cancellation of private warrants and earnout shares waiver, which jointly remove potential issuance of approximately 78.8 million Company ordinary shares, lowering the Company’s potential fully diluted share count by 13.6% to approximately 502.4¹million.

Neal Menashe, Chief Executive Officer, and Richard Hasson, President and Chief Operating Officer, jointly stated, “Today’s efforts simplify our capital structure and reduce the prospect of potential future dilution. As a team, together with our sponsors, who agreed to cancel their private warrants, and our original shareholders, who waived their rights to earn-out shares, we remain committed to our long-term vision and to taking proactive steps to create value for investors and greater certainty around our capital structure.”

The Company has created a share count reconciliation accounting for (i) the public warrant exchange, (ii) the cancellation of private warrants, in each case including the post-offer exchange and cancellation to take place on December 26, 2022, as applicable and as previously announced (the “Post-Offer Exchange”), and (iii) the earnout shares waiver, which is available on Super Group’s Investor Relations website at investors.sghc.com.

¹ Excludes Restricted Stock Units granted to employees during the fourth quarter of 2022 and does not reflect vesting of certain Restricted Stock Units on December 31, 2022.

About Super Group (SGHC) Limited

Super Group (SGHC) Limited is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, but are not limited to, the consummation of the Post-Offer Exchange. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to those described under the caption “Risks Related to Our Warrants and the Offer to Exchange and Consent Solicitation” in the Company’s Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended on November 22, 2022, and declared effective by the SEC on December 9, 2022. Other potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 20, 2022, and in Super Group’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed or that may be filed by Super Group from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Super Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Super Group does not give any assurance that it will achieve its expectations.