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THE SPAR GROUP LIMITED - Clarification of the proposed ordinary resolution 6 & proposed ordinary resolution 7 as set out in the notice of AGM

Release Date: 03/02/2016 16:37
Code(s): SPP     PDF:  
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Clarification of the proposed ordinary resolution 6 & proposed ordinary resolution 7 as set out in the notice of AGM

The SPAR Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/001572/06)
JSE share code: SPP ISIN: ZAE000058517
(“SPAR” or the “Company”)

CLARIFICATION OF THE PROPOSED ORDINARY RESOLUTION 6 AND PROPOSED ORDINARY RESOLUTION 7 AS SET OUT IN THE NOTICE OF ANNUAL GENERAL MEETING

Shareholders are referred to proposed ordinary resolution number 6 and proposed ordinary
resolution number 7 (the “Resolutions”) as set out in the notice of annual general meeting (“AGM”),
contained in the Company’s integrated annual report for the year ended 30 September 2015.

The Resolutions propose to provide the Company’s directors with the authority to allot and issue up
to 25,989,249 ordinary shares, equating to up to 15% of the Company’s issued ordinary share capital
(excluding treasury shares), for cash or business purposes.

Since the notice of AGM was issued on 23 December 2015, certain events have occurred which have
prompted the directors to reassess the maximum number of ordinary shares proposed in the
Resolutions. Accordingly, the directors hereby propose and will propose at the AGM to limit the
maximum number of shares to be issued under the authority to a maximum of 14,000,000 ordinary
shares (up to c. 8.1% of the current issued share capital of the Company (excluding treasury shares)).

Furthermore, the directors wish to clarify to shareholders the rationale for the proposed
Resolutions. In August 2014, the Company acquired an 80% interest in TIL JV Limited, the holding
company of the BWG group of companies for EUR55 million (R799 million at an exchange rate of
R14.5 per Euro) (“Purchase Consideration”). The Purchase Consideration was settled with a Rand
denominated short-term loan. In addition, the Company continues to evaluate value-enhancing
bolt-on opportunities. Considering the Company’s balance sheet optimisation strategy, and in order
to execute on potential opportunities, the directors recommend shareholders vote in favour of the
Resolutions.

Any existing proxy forms lodged by shareholders for the AGM will remain valid and binding, unless
the shareholder elects to withdraw same and submit a revised proxy form (which shareholders are
entitled to do) in accordance with the procedures set out in the notice of AGM.

The date, time and location of the AGM remain unchanged.

Pinetown
3 February 2016

Sponsor
One Capital

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