THE SPAR GROUP LIMITED - Results of annual general meeting

Results of annual general meeting

THE SPAR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/001572/06)
JSE Code: SPP
ISIN: ZAE000058517
("SPAR")

RESULTS OF ANNUAL GENERAL MEETING

SPAR shareholders are advised that at the annual general meeting (“AGM”) of shareholders
held on Tuesday, 9 February 2016, the ordinary and special resolutions, as set out in the
notice of AGM dated 22 December 2015, save for ordinary resolution number 6, were
approved by the requisite majority of shareholders present or represented by proxy.

The total number of SPAR shares eligible to be voted at the AGM was 173 267 805. The
number of shares voted in person or by proxy was 118 536 901 representing 68.41% of the
total issued share capital of the same class of SPAR.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as
well as the percentage of votes carried for and against each resolution, are as follows:

Ordinary Business

1.   Re-election of non-executive directors

Ordinary resolution number 1.1: Ratification of appointment of Mrs M Mashologu

Shares Voted          Abstained               For                    Against
118 242 996           0.17%                   99.99%                 0.01%
68.24%

Ordinary resolution number 1.2: Re-election of Mr MJ Hankinson

Shares Voted          Abstained               For                    Against
115 965 035           1.48%                   99.09%                 0.91%
66.93%

2.   Ordinary resolution number 2: Re-appointment of Deloitte & Touche as auditor and
     Mr G Kruger as designated auditor

Shares Voted          Abstained               For                    Against
118 242 996           0.17%                   99.69%                 0.31%
68.24%

3.   Appointment of members of the Audit Committee

Ordinary resolution number 3.1: Appointment of Mr CF Wells

Shares Voted               Abstained                  For            Against
118 242 996                0.17%                      99.82%         0.18%
68.24%

Ordinary resolution number 3.2: Appointment of Mr HK Mehta

Shares Voted               Abstained                  For            Against
118 242 996                0.17%                      99.13%         0.87%
68.24%

Ordinary resolution number 3.3: Appointment of Mrs M Mashologu

Shares Voted               Abstained                  For            Against
118 242 996                0.17%                      100.00%        0.00%
68.24%

4.   Ordinary resolution number 4: Authority to issue shares for the purpose of share
     options

Shares Voted               Abstained                  For            Against
118 242 996                0.17%                      65.12%         34.88%
68.24%

5.   Ordinary resolution number 5: Authority to issue shares for the purpose of The SPAR
     Group Limited Conditional Share Plan

Shares Voted               Abstained                  For            Against
118 242 996                0.17%                      95.74%         4.26%
68.24%

6.   Ordinary resolution number 6*: General authority to issue shares for cash

Shares Voted               Abstained                  For            Against
117 724 498                0.47%                      50.82%         49.18%
67.94%

* As clarified in the SENS announcement dated 3 February 2016

7.   Ordinary resolution number 7*: Authority to issue shares for business purposes

Shares Voted               Abstained                  For                 Against
117 724 498                0.47%                      50.77%              49.23%
67.94%

* As clarified in the SENS announcement dated 3 February 2016

Special Business

1.   Special resolution number 1: Financial assistance to related or inter-related
     companies

Shares Voted               Abstained                  For                 Against
118 241 196                0.17%                      94.66%              5.34%
68.24%

2.   Special resolution number 2: Non-executive directors’ fees

Shares Voted               Abstained                  For                 Against
118 231 304                0.18%                      99.96%              0.04%
68.24%

Non-binding advisory vote: Non-binding advisory vote on the remuneration policy

Shares Voted               Abstained                  For                 Against
109 104 098                5.44%                      72.13%              27.87%
62.97%


Notes:

-    Percentages of shares voted are calculated in relation to the total issued share capital of
     SPAR eligible to vote
-    Percentage of shares for and against are calculated in relation to the total number of
     shares voted at the AGM
-    Abstentions are calculated as a percentage in relation to the total issued share capital of
     SPAR eligible to vote


Pinetown
9 February 2016

Sponsor
One Capital

Date: 09/02/2016 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.