Super Group (SGHC) Ltd

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting ("BEPS") addresses the tax challenges arising from the digitalization of the global economy. The Global Anti-Base Erosion Model Rules (the "Pillar Two model rules") apply to multinational enterprises ("MNEs") with annual revenue in excess of EUR 750 million per their consolidated financial statements.

The Pillar Two model rules introduce four new taxing mechanisms under which MNEs would pay a minimum level of tax (the "Minimum Tax"):

•The Qualified Domestic Minimum Top-up Tax ("QDMTT")

•The Income Inclusion Rule ("IIR")

•The Under Taxed Payments/Profits Rule ("UTPR")

•The Subject to Tax Rule. This is a tax treaty-based rule that generally proposes a Minimum Tax on certain cross-border intercompany transactions that otherwise are not subject to a minimum level of tax.

The new taxing mechanisms can impose a minimum tax on the income arising in each jurisdiction in which an MNE operates. The IIR, UTPR and QDMTT do so by imposing a top-up tax in a jurisdiction whenever the effective tax rate ("ETR"), determined on a jurisdictional basis under the Pillar Two rules, is below a 15% minimum rate.

The Income Tax (Approved International Agreements) (Implementation) (OECD Pillar Two GloBE Model Rules) Regulations, 2024 (the Pillar Two Regulations) have been adopted in Guernsey and came into effect from January 1, 2025. The Pillar Two Regulations implement the Pillar Two model rules on the terms set out therein and provide for (i) a QDMTT of 15% and (ii) qualified IIR multinational top-up tax.

According to these rules and regulations, the Group is considered a multinational enterprise to which the Pillar Two rules shall be applied. At the same time, Pillar Two legislation has been enacted or substantively enacted in several other jurisdictions in which the Group operates effective for the financial year beginning January 1, 2024.

Taxation of Our Shareholders

Shareholders who are not resident in Guernsey (which includes Alderney and Herm) will not suffer any tax in Guernsey in respect of any distributions or income of a similar nature made to them by us in respect of their holding of ordinary shares provided such payments are not to be taken into account in computing the profits of any permanent establishment in Guernsey through which such shareholder carries on business in Guernsey.

A shareholder who is resident in Guernsey (which includes Alderney and Herm) for Guernsey tax purposes, or who is not so resident but carries on business in Guernsey through a permanent establishment to which the holding of ordinary shares is attributable, will incur Guernsey income tax at the applicable rate on dividends paid to that shareholder by us. Dividends are paid on a gross basis and where such shareholder is an individual, it is the responsibility of the individual to declare and pay the related tax to the Revenue Service in Guernsey.

As already referred to above, Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant).

No stamp duty or similar tax is chargeable in Guernsey on the issue, transfer or redemption of shares in Super Group.