THE SPAR GROUP LIMITED - Notice pursuant to section 45(5) of the companies act, no. 71 of 2008 (Companies Act)

Notice pursuant to section 45(5) of the companies act, no. 71 of 2008 (“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       On 14 February 2023, SPAR shareholders approved a special resolution, pursuant to section 45 of
        the Companies Act, authorising the SPAR board of directors (“Board”) to cause the Company to
        provide any financial assistance, whether by lending money, guaranteeing a loan or other obligation
        and/or securing any debt or obligation, to any of its subsidiary companies or other related or inter-
        related companies or persons.

2       Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders
        of the adoption of a Board resolution to provide financial assistance if, inter alia, 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 (“Notice”).

3       Accordingly, Notice is hereby provided wherein SPAR shareholders are advised that:

        3.1    at its meeting on 14 February 2023, the Board had adopted resolutions providing the
               following financial assistance totaling approximately R129.2 million to the following related
               or inter-related entities:
               -    subordination of shareholder loan accounts of the following wholly owned
                    subsidiaries of the Company: SPAR Retail Stores Proprietary Limited and Annison
                    45 Proprietary Limited; and
               -    payment to The SPAR Group Limited Employee Share Trust (2004) (“Trust”) in order
                    for the Trust to acquire the Company's shares in the market and meet its obligations
                    under the Share Option Scheme;

        3.2     the Board is satisfied that immediately after providing the financial assistance, the
                Company will satisfy the solvency and liquidity test as contemplated in section 4 of the
                Companies Act; and

        3.3     the Board is satisfied that the terms under which the financial assistance is proposed to be
                given, are fair and reasonable to the Company.


Pinetown
15 February 2023

Sponsor
One Capital

Date: 15-02-2023 08:02:00
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