THE SPAR GROUP LIMITED - Notice pursuant to section 45(5) of the Companies Act No. 71 of 2008

Notice pursuant to section 45(5) of the Companies Act No. 71 of 2008

THE SPAR GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/001572/06)
Share code: SPP
ISIN code: ZAE000058517
(“SPAR” or “Company”)

NOTICE PURSUANT TO SECTION 45(5) OF THE COMPANIES ACT NO. 71 OF 2008 (“COMPANIES
ACT”)

1       This is a notice pursuant to section 45(5) of the Companies Act.

2       On 7 February 2018, SPAR shareholders approved a special resolution, pursuant to section 45 of
        the Companies Act, authorising the board of directors (“Board”) to provide direct and indirect
        financial assistance to a related or inter-related company.

3       Section 45(5) of the Companies Act requires a company to provide written notice to its
        shareholders, amongst others, of the adoption of a board resolution to provide financial assistance
        if the total value of all loans, debts, obligations or assistance contemplated in that resolution,
        together with any previous such resolution during the same financial year, exceeds one-tenth of
        1% of the company’s net worth at the time of the resolution.

4       The Board has adopted the following resolutions:

        -       during the period 1 March 2018 to 28 February 2019, the Company shall provide financial
                assistance to The SPAR Group Limited Employee Share Trust (2004) (“Trust”) of an
                amount of R200 000 000.00 (Two Hundred Million Rand) in order for the Trust to meet its
                obligations (i.e. acquire shares in the market) with regards to enabling the share option
                holders to exercise their share options;
        -       the Board is satisfied that immediately after providing this financial assistance, the
                Company will satisfy the solvency and liquidity test as contemplated in section 4 of the
                Companies Act; and
        -       the Board is satisfied that the terms under which the financial assistance is proposed to be
                given, are fair and reasonable to the Company.

5       This notice is provided because the value of the financial assistance referred to in paragraph 4
        exceeds the threshold stated in paragraph 3.

Pinetown
15 February 2018

Sponsor
One Capital

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