Supergroup : Director/PDMR Shareholding

SuperGroup Plc

("SuperGroup" or the "Company")

17th August 2015

NOTIFICATION OF TRANSACTIONS BY DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This notification is made in accordance with Disclosure Rule 3.1.4(1)(a) of the Disclosure Rules and Transparency Rules ("DTR").

On 14 August 2015, the following persons discharging managerial responsibilities ("PDMR") were granted awards over ordinary shares of 5p each in the capital of SuperGroup Plc (the "Company") under the SuperGroup Performance Share Plan ("Plan"). Details of the number of ordinary shares of 5p each in the capital of the Company subject to each such award and the identity of each individual receiving an award are set out in the table below.

Each award was notified to the Company by each of the individuals listed above on 14 August 2015 pursuant to Disclosure Rule 3.1.2R of the DTR.

No consideration was paid for the grant of these awards which are structured as conditional awards.

The vesting of an award is subject to the satisfaction of the following performance conditions, measured over a performance period of three financial years of the Company ending with the 2017/2018 financial year:

1. 70% of the award is based on the compound annual growth rate ("CAGR") in the Company's earnings per share ("EPS") measured over the performance period.

· 25% of the EPS-related part of the award will vest if the CAGR in the EPS is 8%, increasing on a straight-line basis to 50% vesting if the CAGR in the EPS is 10% and increasing on a straight-line basis to 100% vesting if the CAGR in the EPS is 12% or more.

2. 30% of the award is based on comparing the Company's total shareholder return ("TSR") measured over the performance period against the TSR over the performance period of each company in a bespoke group of companies selected from appropriate subsectors of the FTSE All Share Index ("Comparator Group").

· 25% of the TSR-related part of the award will vest if the Company's TSR is ranked at the median of the companies in the Comparator Group by reference to their TSR, increasing on a straight-line basis to 100% vesting if the Company's TSR is ranked at the upper quartile of the companies in the Comparator Group by reference to their TSR or higher than such upper quartile.

Performance against each target is assessed independently. The award will normally vest on the later of the third anniversary of grant and the determination of the performance conditions. The awards are subject to the rules of the Plan and in particular the malus and clawback provisions set out therein.

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