THE SPAR GROUP LIMITED - Notice pursuant to section 45(5) of the Companies Act

Notice pursuant to 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 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 13 February 2015, 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 1 March 2015 to 29 February 2016, the Company shall provide
        financial assistance to The SPAR Group Limited Employee Share Trust (2004) (“Trust”) of
        an amount of R200 200 000.00 (Two Hundred Million Two Hundred Thousand 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
3 March 2015

Sponsor
One Capital

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