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) JSE Code: SPP ISIN: ZAE000058517 (“SPAR”) NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO 71 OF 2008 (“the Act”) 1. This is a notice in terms of section 45(5) of the Act. 2. On 13 February 2015, the shareholders of SPAR approved a special resolution authorising the board of directors of SPAR (“the Board”) to provide financial assistance to related and inter- related companies. 3. The Board has, pursuant to the above authorisation and in accordance with section 45 of the Act, resolved to provide a guarantee to The Governor and Company of the Bank of Ireland, in its capacity as Security Trustee for various lending Banks, to secure the banking facilities required by Caher Limited (an Irish subsidiary of SPAR) and its subsidiary companies (together “the Borrowers”) in an aggregate capital amount of €220 000 000.00 (Two Hundred and Twenty Million Euros). 4. The total financial assistance to be provided to the Borrowers exceeds one-tenth of one percent of SPAR’s net worth. 5. This notice is required to be provided, in terms of section 45(5) of the Act, because the threshold referred to in paragraph 4 has been exceeded. Pinetown 22 June 2015 Sponsor One Capital Date: 22/06/2015 08:00:00 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.