THE SPAR GROUP LIMITED - Notice in terms of section 45(5) of the Companies Act

Notice in terms of section 45(5) of the Companies Act

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 IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

1      This is a notice pursuant to section 45(5) of the Companies Act, No. 71 of 2008 (“Companies Act”).

2      On 7 February 2017, 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 of 9 March 2017 to 28 February 2018, the Company shall provide
            financial assistance to The SPAR Group Limited Employee Share Trust (2004) (“Trust”) of
            an amount of R216 000 000.00 (two hundred and sixteen 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 March 2017

Sponsor
One Capital

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