Exhibit 3.1

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF INCORPORATION

of

SUPER GROUP (SGHC) LIMITED

Incorporated on 29 March 2021

 

LOGO

29 March


THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM OF INCORPORATION

of

SUPER GROUP (SGHC) LIMITED

(the “Company”)

 

1.

The Company’s name is “Super Group (SGHC) Limited”.

 

2.

The Company’s registered office will be situated in Guernsey.

 

3.

The Company is a non-cellular company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008 (as amended) (the “Law”).

 

4.

The Company is limited by shares within the meaning of section 2(2)(a)(i) of the Law.

 

5.

The liability of the members is limited to the amount for the time being remaining unpaid on the shares held by each of them respectively.

 

6.

The Company shall have power by special resolution to make provision in this memorandum of incorporation for any matter mentioned in section 15(7) of the Law.

 

7.

The Company shall have power by special resolution to alter any provision in this memorandum of incorporation for any matter mentioned in section 15(7) of the Law.

 

1


We the subscribers to this memorandum of incorporation wish to form a company pursuant to this memorandum; and we agree to take the number of shares specified opposite our respective names.

 

Name and address of
founder member(s)

  

Number of shares
taken by each
founder member

   Aggregate value
of those shares
   Amount paid
up on those
shares
   Amount
unpaid on
those shares
Knutsson Limited
2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, Isle of Man, IMl lEU
   One ordinary
redeemable share of no
par value
   US$1.00    US$1.00    NIL

Total shares taken

   One ordinary
redeemable share of no
par value
   US$1.00    US$1.00    NIL

 

LOGO

.......................................

For and on behalf of Knutsson Limited

Name: Moira McHarrie

Title: Director

Dated 29 March 2021