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Results of AGM and engagement with shareholders regarding the remuneration policy and implementation report
THE SPAR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/001572/06)
JSE Code: SPP
ISIN: ZAE000058517
(“SPAR” or the “Company” or the “Group”)
RESULTS OF ANNUAL GENERAL MEETING AND ENGAGEMENT WITH SHAREHOLDERS
REGARDING THE GROUP’S REMUNERATION POLICY AND REMUNERATION
IMPLEMENTATION REPORT
SPAR shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Tuesday, 14 February 2023, all the ordinary and special resolutions, as set out
in the notice of AGM dated 15 December 2022, were approved by the requisite majority of Shareholders
present or represented by proxy save for ordinary resolution number 2.1 (which was withdrawn from
consideration at the AGM (as detailed in the announcement published on SENS on Tuesday,
17 January 2023)), special resolution number 2.1 and special resolution number 2.2.
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. Ordinary resolution number 1: Confirmation of appointment of Michael (Mike) Bosman as an
independent non-executive director of the board of directors
Shares Voted Abstained For Against
136 899 395 0.20% 89.72% 10.28%
71.08%
2. Re-election of non-executive directors retiring by rotation
Ordinary resolution number 2.2: Re-election of Marang Mashologu as an independent non-executive
director
Shares Voted Abstained For Against
136 901 602 0.20% 93.81% 6.19%
71.08%
Ordinary resolution number 2.3: Re-election of Andrew Waller as an independent non-executive
director
Shares Voted Abstained For Against
136 899 743 0.20% 95.46% 4.54%
71.08%
3. Re-election of the independent external auditor
Ordinary resolution number 3.1: Re-election of PricewaterhouseCoopers Inc. as the independent
external audit firm of the Company
Shares Voted Abstained For Against
118 165 123 9.92% 92.33% 7.67%
61.35%
Ordinary resolution number 3.2: Re-appointment of Thomas Howatt as the designated individual
audit partner
Shares Voted Abstained For Against
118 173 801 9.92% 92.35% 7.65%
61.36%
4. Election of the members of the Audit Committee
Ordinary resolution number 4.1: Re-election of Marang Mashologu, subject to the adoption of
ordinary resolution number 2.2
Shares Voted Abstained For Against
136 867 409 0.21% 94.01% 5.99%
71.06%
Ordinary resolution number 4.2: Re-election of Lwazi Koyana
Shares Voted Abstained For Against
136 870 448 0.21% 98.66% 1.34%
71.06%
Ordinary resolution number 4.3: Re-election of Sundeep Naran
Shares Voted Abstained For Against
136 868 159 0.21% 98.72% 1.28%
71.06%
Ordinary resolution number 4.4: Re-election of Andrew Waller (chairman), subject to the adoption of
ordinary resolution number 2.3
Shares Voted Abstained For Against
136 889 350 0.20% 94.31% 5.69%
71.07%
5. Ordinary resolution number 5: Authority to issue shares for the purpose of share options
Shares Voted Abstained For Against
136 898 673 0.20% 92.76% 7.24%
71.08%
6. Ordinary resolution number 6: Authority to issue shares for the purpose of The SPAR Group
Limited Conditional Share Plan
Shares Voted Abstained For Against
136 896 949 0.20% 69.02% 30.98%
71.08%
7. Ordinary resolution number 7*: Non-binding advisory vote on SPAR’s remuneration policy
Shares Voted Abstained For Against
136 896 179 0.20% 64.84% 35.16%
71.08%
8. Ordinary resolution number 8*: Non-binding advisory vote on SPAR’s remuneration
implementation report
Shares Voted Abstained For Against
136 896 179 0.20% 68.35% 31.65%
71.08%
Special Business
1. Special resolution number 1: Financial assistance to related or inter-related parties
Shares Voted Abstained For Against
136 899 068 0.20% 89.80% 10.20%
71.08%
2. Special resolution number 2: Non-executive directors’ fees
Special resolution number 2.1: Non-executive directors’ fees
Shares Voted Abstained For Against
136 897 212 0.20% 72.17% 27.83%
71.08%
Special resolution number 2.2: Non-executive directors’ fees for IT Steering Committee
Shares Voted Abstained For Against
136 898 993 0.20% 71.40% 28.60%
71.08%
Special resolution number 2.3: Non-executive directors’ fees for ad hoc meetings
Shares Voted Abstained For Against
136 898 773 0.20% 98.48% 1.52%
71.08%
*As more than 25% of the votes cast on ordinary resolution 7 and ordinary resolution 8 were against
the non-binding endorsement of SPAR’s remuneration policy and the remuneration implementation
report, the Group hereby invites all Shareholders to raise any concerns and/or recommendations
regarding the non-binding advisory resolutions, in writing, with the Company Secretary, Kevin O’Brien
(kevin.obrien@spar.co.za) by no later than close of business on 17 March 2023.
The remuneration committee will deliberate on the concerns and recommendations received and take
the requisite actions to address the shortcomings highlighted by Shareholders. The Group welcomes
further engagement on these issues and, based on the feedback received and the outcome from the
review by the remuneration committee, may engage further with Shareholders individually and/or
collectively via a virtual meeting (details of which would be communicated at a later stage, if necessary).
Notes:
- Percentages of shares voted are calculated in relation to the total issued share capital of SPAR.
- Percentage of shares voted for and against are calculated in relation to the total number of shares
voted for each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of SPAR.
Pinetown
14 February 2023
Sponsor
One Capital
Date: 14-02-2023 05:50:00
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