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.