THE SPAR GROUP LIMITED - Results of annual general meeting

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” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

SPAR shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Tuesday, 7 February 2017, the ordinary and special resolutions, as set out in the
notice of AGM dated Thursday, 22 December 2016, were approved by the requisite majority of
Shareholders present or represented by proxy.

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: Re-election of Prof MP Madi

 Shares Voted             Abstained                For                      Against
 145 453 050              0.35%                    99.55%                   0.45%
 75.52%

Ordinary resolution number 1.2: Re-election of Mr HK Mehta

 Shares Voted             Abstained                For                      Against
 145 453 050              0.35%                    98.14%                   1.86%
 75.52%

2.   Ordinary resolution number 2: Re-appointment of Deloitte & Touche as auditor and
     Mr G Kruger as designated auditor

 Shares Voted             Abstained                For                      Against
 128 280 154              9.27%                    64.07%                   35.93%
 66.60%

3.   Appointment of members of the Audit Committee

Ordinary resolution number 3.1: Appointment of Mr CF Wells

 Shares Voted             Abstained                For                      Against
 144 333 463              0.94%                    87.55%                   12.45%
 74.94%

Ordinary resolution number 3.2: Appointment of Mr HK Mehta

 Shares Voted             Abstained                For                      Against
 145 452 050              0.35%                    91.01%                   8.99%
 75.52%

Ordinary resolution number 3.3: Appointment of Ms M Mashologu

 Shares Voted             Abstained                For                      Against
 145 452 050              0.35%                    91.71%                   8.29%
 75.52%

4.   Ordinary resolution number 4: Authority to issue shares for the purpose of share options

 Shares Voted             Abstained                For                      Against
 145 453 290              0.35%                    96.96%                   3.04%
 75.52%

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
 145 452 785              0.35%                    96.91%                   3.09%
 75.52%

Special Business

1.   Special resolution number 1: Amendment of the Company’s memorandum of incorporation
     (removal of preference shares from the authorised share capital)

 Shares Voted             Abstained                For                      Against
 145 452 350              0.35%                    99.77%                   0.23%
 75.52%

2.   Special resolution number 2: Financial assistance to related or inter-related companies

 Shares Voted             Abstained                For                      Against
 145 452 125              0.35%                    95.37%                   4.63%
 75.52%

3.   Special resolution number 3: Non-executive directors’ fees

 Shares Voted             Abstained                For                      Against
 145 450 275              0.36%                    100.00%                  0.00%
 75.52%

Non-binding advisory vote: Non-binding advisory vote on the remuneration policy

    Shares Voted          Abstained                For                      Against
    140 303 791           3.03%                    94.49%                   5.51%
    72.85%


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
7 February 2017

Sponsor
One Capital

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