SPP 201506220004A
Notice in terms of Section 45(5) of the Companies Act

THE SPAR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/001572/06)
JSE Code: SPP
ISIN: ZAE000058517
("SPAR")

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO 71 OF 2008 ("the Act")

1. This is a notice in terms of section 45(5) of the Act.

2. On 13 February 2015, the shareholders of SPAR approved a special resolution authorising the
board of directors of SPAR ("the Board") to provide financial assistance to related and inter-
related companies.

3. The Board has, pursuant to the above authorisation and in accordance with section 45 of the Act,
resolved to provide a guarantee to The Governor and Company of the Bank of Ireland, in its
capacity as Security Trustee for various lending Banks, to secure the banking facilities required by
Caher Limited (an Irish subsidiary of SPAR) and its subsidiary companies (together "the
Borrowers") in an aggregate capital amount of €220 000 000.00 (Two Hundred and Twenty Million
Euros).

4. The total financial assistance to be provided to the Borrowers exceeds one-tenth of one percent
of SPAR's net worth.

5. This notice is required to be provided, in terms of section 45(5) of the Act, because the threshold
referred to in paragraph 4 has been exceeded.

Pinetown
22 June 2015

Sponsor
One Capital

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