SG Tsogo Empowerment Trust

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1 Annual Financial Statements for the year ended 30 June 2017 Audited

2 Annual Financial Statements for the year ended 30 June 2017 Contents Page Trustees' responsibility statement Trustees' report eport of the independent auditors Statement of financial position Statement of comprehensive income Statement of changes in trust capital Statement of cash flows Notes to the financial statements

Trustees' responsibility statement The trustees are responsible for the preparation of the annual financial statements of the SG Tsogo Empowerment Trust comprising the statement of financial position

3 Trustees' responsibility statement The trustees are responsible for the preparation of the annual financial statements of the SG Tsogo Empowerment Trust comprising the statement of financial position as at 30 June 2017, and the statements of comprehensive income, changes in trust capital and cash flows for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, in accordance with the accounting policies set out in note 1 and the trust deed. In addition, the trustees are responsible for preparing the trustees' report. The trustees are responsible for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management. The trustees have made an assessment of the trust's ability to continue as a concern and have no reason to believe that the entity will not be a going concern in the year ahead. The auditor is responsible for reporting on whether the financial statements are prepared, in all material respects, in accordance with the accounting policies set out in note 1. Approval of the annual financial statements The annual financial statements of SG Tsogo Empowerment Trust, as identified in the first paragraph, were approved by the trustees on 25 August 2017 and are signed by: JMatlakala Authorised trustee l!il/ Authorised trustee 2

4 Trustees' report for the year ended 30 June 2017 The trustees have pleasure in presenting their report on the activities of the trust for the year ended 30 June Nature of the business The trust was created in terms of a trust deed signed on 27 July 2012 and registered on 8 August The objective of the trust The trust serves to distribute the dividends it receives from SG Tsogo Proprietary Limited to the beneficiaries of the trust. The beneficiaries of the trust are the BEE employees of Super Group Limited (Group) who have completed the deed of adherence. Financial position The results of the trust and the state of affairs are set out in the financial statements and do not require further comment. Going concern The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis preswnes that funds will be available to finance future operations and that the realisation of assets and settlements of liabilities, contingent liabilities and commitments will occur in the ordinary course of business. Trustees The trustees of the trust during the year and to the date of this report were as follows: J Matlakala KMmutlana J Phalane Nedford G Govender (resigned 17 February 2017) (appointed 30 June 2017) Business and postal address The business and postal address are as follows: Business address 27 Impala oad Chislehurston Sandton 2196 Postal address Private Bag X9973 Sandton

KPMG Inc KPMG Crescent 85 Empire oad. Parktown. 2193 Private Bag 9. Parkv1ew, 2122, South Africa Telephone +27 (0)11 647 7111 Fax +27 (0)11 647 8000 Docex 472 Johannesburg Internet kpmg.co.

the statement of financial position as at 30 June 2017, the statements of comprehensive income, changes in trust capital and cash flows for the year then ended, and notes to the financial statements,

5 KPMG Inc KPMG Crescent 85 Empire oad. Parktown Private Bag 9. Parkv1ew, 2122, South Africa Telephone +27 (0) Fax +27 (0) Docex 472 Johannesburg Internet kpmg.co.za Independent auditor's report To the trustees of SG Tsogo Empowerment Trust Opinion We have audited the financial statements of SG Tsogo Empowerment Trust set out on pages 6 to 13, which comprise the statement of financial position as at 30 June 2017, the statements of comprehensive income, changes in trust capital and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the financial statements present fairly, in all material respects, the financial position of SG Tsogo Empowerment Trust as at 30 June 2017, and its financial performance and cash flows for the year then ended, in accordance with the basis of accounting set out in note 1 to the financial statements. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the trust in accordance with the Independent egulatory Board for Auditors Code of Professional Conduct for egistered Auditors (IBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other information The trustees are responsible for the other information. The other information comprises the trustees' report and the trustees' responsibility statement. The other information does not include the financial statements and our trustees' report thereon. Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. esponsibilities of the trustees for the financial statements The trustees are responsible for the preparation and fair presentation of the financial statements in accordance with the basis of accounting set out in note 1 to the financial statements, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the trustees are responsible for assessing the trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the trust or to cease operations, or have no realistic alternative but to do so. Pohcy Board Chief Execut ve TH Hoole KPMG Inc 1s a company incorporated under the South Afrtean Companies Act and a member firm of the KPMG network of independent member firms aff1hated with KPMG lnternauonal Cooperauve ("KPMG International"), a Swiss entity KPMG Inc 1s a egistered Auditor. m pubhc practtce. m terms of the Auditing Profession Act, 26 of 2005 eg1strat10n number 1999/021543/21 4 Executive Directors M Lets1ts1. SL Lauw, NKS Malaba, M Oddy. CAT Smit Other Drrectors ZA Beset1, LP Foune. N Fubu, AH Jaffer (Chairman of the Board). ME Magondo. F Mall GM Picker ng JN Pierce The company's principal place of business s at KPMG Crescent, 85 Empire oad, Parktown, where a I st of the directors' names 1s available for 1nspect1on

6 Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. easonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the trust's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the trustees. Conclude on the appropriateness of the trustees' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the trust's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the trust to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the trustees regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Basis of accounting and restriction on distribution and use Without modifying our opinion, we draw attention to note 1 to the financial statements, which describes the basis of accounting. The financial statements are prepared to provide information to the board of trustees and to meet the requirements of the trust deed. As a result, the financial statements may not be suitable for another purpose. Our report is intended solely for the board of trustees of the SG Tsogo Empowerment Trust and should not be distributed to or be used by parties other than the board of trustees of The SG Tsogo Empowerment Trust. KPMGinc. ----_...- D Thompson Chartered Accountant (SA) egistered Auditor Director 25 August

Statement of financial position at 30 June 2017 Note 2017 2016 Assets Non-current assets Investment in subsidiary Current assets eceivables Equities held in trust Cash and cash equivalents 2 3 8 680

7 Statement of financial position at 30 June 2017 Note Assets Non-current assets Investment in subsidiary Current assets eceivables Equities held in trust Cash and cash equivalents Total assets Equity and liabilities Funds and reserves Trust capital Original donation etained earnings Non-cu.rrent liabilities Amount owing to Super Group Limited Current liabilities Amount owing to Super Group Share Incentive Scheme Income tax payable Distribution payable Total equity and liabilities

8 Statement of comprehensive income for the year ended 30 June 2017 Note Income Dividends received Other income Interest received Expenditure Bank charges Other operating expenses (1 287) (120) (11) (109) : I (1 i 11 Profit before income tax Income tax expense Profit for the year {3 395) (26 341)

9 Statement of changes in trust capital for the year ended 30 June 2017 Original donation etained Earnings Total Balance at 30 June 2015 Profit for the year Distribution to beneficiaries Balance at 30 June 2016 Profit for the year Distribution to beneficiaries Balance at 30 June { ) ( ) { ) { }

10 Statement of cash flows for the year ended 30 June 2017 Cash generated by operations Profit before income tax Income tax paid Finance income (Increase)/decrease in trade receivables Distributions paid Interest received Net increase/( decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Note (4 363) (24 533) (9677) (13 254) (7 421) ( ) ( ) ( )

11 Notes to the financial statements for the year ended 30 June Accounting policies The SG Tsogo Empowerment Trust ("the trust") is a trust domiciled in South Africa. 1.1 Basis of preparation The financial statements are prepared to provide information to the trustees and to meet the requirements of the trust deed. The measurement basis used is the historical cost basis and incorporates the following principal accounting policies which were applied consistently. The financial statements are prepared on a going concern basis. 1.2 Functional and presentation currency The financial statements are presented in ands, which is the trust's functional currency. 1.3 Use of estimates and judgements The preparation of financial statements in conformity with the trust's specific accounting policies require the trustees to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. evisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. 1.4 Investment in subsidiaries Investment in subsidiaries are stated at cost less impairment losses. statements are not prepared by the trust. Consolidated financial 1.5 Financial instruments Financial instruments reflected on the statement of financial position include cash and cash equities held in trust receivables, amount owing to Super Group Limited, amount owing to Super Group Incentive Scheme and distribution payable. Financial instruments are measured at cost which includes transaction costs. 1.6 Impairment The carrying amounts of the trust's assets are reviewed at each reporting date to determine whether there is any indication of impairment. If there is any indication that an asset may be impaired, its recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. 10

12 Notes to the financial statements for the year ended 30 June 2017 (continued) 1. Accounting policies (continued) 1.7 Income Dividends are recognised when the right to receive payment is established. Interest is recognised as it accrues. 1.8 Equities held in trust Equities held in trust are carried at cost and are never re-measured as the equities are not held for the benefit of the trust. 1.9 Income tax Income tax on the profit or loss for the period comprises current tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years Distributions paid Dividends received are distributed to the beneficiaries upon receipt. Distributions are made to beneficiaries in terms of the formula as described in the trust deed. 2. Investment in subsidiary 2017 No of shares held Holding % SG Tsogo (F) Proprietary Limited SG Tsogo (F) Proprietary Limited l Equities held in trust 2017 No of shares held Super Group Limited Super Group Limited

13 Notes to the financial statements for the year ended 30 June 2017 (continued) 3. Equities held in trust (continued) Equities are held in trust for the Good Leavers (as defined in the trust deed) whom are entitled to, but have not exercised their option to receive Super Group Limited shares. No of shares held Good Leavers Good Leavers Good Leavers Good Leavers econciliation of the movement in equities held in trust for the year No of shares Held at beginning of year Transferred from Super Group Share Incentive Scheme Distributed to Good Leavers on their notification { } ( ) ( ) ( ) Amount owing to Super Group Limited The amount relates to the sale of shares in SG Tsogo (F) Proprietary Limited (refer to note 2). The amount is unsecured and outstanding on loan account. All amounts owing shall be repaid before the value in the scheme is distributed to the beneficiaries on termination of the scheme. 5. Amount owing to Super Group Share Incentive Scheme The amount relates to the delivery of shares due to the Good Leavers in the previous reporting periods (refer to note 3). The amount is unsecured, interest free and is repayable as and when the shares are delivered to the Good Leavers. 6. Income tax expense South African normal taxation - current year - prior year over provision (1 027) r'

14 Notes to the financial statements for the year ended 30 June 2017 (continued) 6. Income tax expense (continued) econciliation of rate of taxation % % South African normal tax rate 41,00 41,00 Prior year over provision (0,04) Dividends received {40287) (39,77) Effective tax rate 0,13 1,19 7. Income tax paid Income tax payable at beginning of year Charged to statement of comprehensive income Income tax payable at end of year (3 047) (4 015) was due to the South African evenue Service for the late submission of the June 2014 income tax return, as levied on the assessment received by the trust in June The penalty was recovered from Super Group Holdings (Pty) Limited on the payment of the assessment. 8. Distributions paid Distributions payable at beginning of year Distributions to beneficiaries out of income Distributions payable at end of year Distributions paid (19 538) ( ) ( ) ( ) ( ) ( ) 9. Beneficiaries Beneficiaries are Super Group employees who have received and accepted a vested right in the trust and have signed a Deed of Adherence in terms of the trust deed. These employees would then participate in the trust distributions in terms of their share of the total points awarded. 10. Subsequent events There have been no facts or circumstances of a material nature that have occurred between the statement of financial position date and the date of this report which may require disclosure in or adjustment to the financial statements. 13

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