Supergroup : Director/PDMR Shareholding

SuperGroup Plc

('SuperGroup' or the 'Company')

6 February 2017

Notification and public disclosure of transactions by Director/persons discharging managerial responsibilities ('PDMR') and persons closely associated with them ('PCA')

On 1 February 2017, the PDMR named below was granted the following awardsover the ordinary shares of 5 pence each ('Ordinary Shares') in the capital of SuperGroup:

(A) Conditional share awards under the terms of the SuperGroup 2016 Performance Share Plan ('PSP'); and

(B) A conditional one-off Restricted Share Award ('RSA')

Details of the number of Ordinary Shares subject to such awards are set out in the table immediately below.

Awards (A) and (B) were notified to the Company by the PDMR on 6 February 2017.

(A) PSP

No consideration was paid for the grant of this award which is structured as a conditional award. The vesting of the 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 2018/2019 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 award is subject to the rules of the Plan and in particular the malus and clawback provisions set out therein.

(B) RSA

No consideration was paid for the grant of the award. The award will normally vest on 30 June 2018 subject to the PDMR's continued services with the Company. If vesting falls in a period when the PDMR is prohibited from dealing in Ordinary Shares, vesting will take place on the first dealing day immediately following 30 June 2018 on which the PDMR is permitted to deal in Shares.

This announcement, including the notification(s) below, is made in accordance with the requirements of the EU Market Abuse Regulation.

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