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 the "Company")

NOTICE PURSUANT TO SECTION 45(5) OF THE COMPANIES ACT, NO. 71 OF 2008 ("COMPANIES ACT")

1      On Wednesday, 21 February 2024, SPAR shareholders ("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.

2      Section 45(5)(a) 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 Shareholders are advised that:
       3.1    at the Board meeting held on Wednesday, 21 February 2024, the Board had adopted
              resolutions to, inter alia, provide financial assistance to the following wholly owned
              subsidiaries of the Company:
                 -    an inter-company loan facility of up to R250 million and the subordination of such
                      facility, for the daily operations of SPAR Namibia Proprietary Limited;
                 -    an inter-company loan and banking facilities totaling approximately R114 million and/or
                      subordination of such facilities, for the daily operations of SPAR Retail Stores
                      Proprietary Limited, Sun Village Supermarket Proprietary Limited and
                      Annison 45 Proprietary Limited; and
                 -    a suretyship of Euro 640 000 (approximately R13,5 million based on conversion at the
                      Euro/Rand exchange rate as at 26 February 2024) issued via the Company's Polish
                      Holding Company to a subsidiary of the Polish business, to secure a lease on a
                      significant Polish retail store in Warsaw;
       3.2     the Board is satisfied that immediately after providing the financial assistance above, 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
1 March 2024

Sponsor
One Capital

Date: 01-03-2024 03:40:00
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