SPAR : Notice pursuant to Section 45(5) of the Companies Act No. 71 of 2008

SPP 201605230026A
Notice pursuant to Section 45(5) of the Companies Act No. 71 of 2008

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 This is a notice pursuant to section 45(5) of the Companies Act.

2 On 9 February 2016, SPAR shareholders approved a special resolution pursuant to
section 45 of the Companies Act authorising the board of directors ('Board') to provide
direct and indirect financial assistance to a related or inter-related company.

3 Section 45(5) of the Companies Act requires a company to provide written notice to its
shareholders, amongst others, of the adoption of a board resolution to provide financial
assistance if 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.

4 The Board has adopted the following resolutions:

- During the period of 17 May 2016 to 28 February 2017, the company shall provide
financial assistance to The SPAR Group Limited Employee Share Trust (2004)
('Trust') of an amount of R231 000 000.00 (Two Hundred and Thirty-One Million
Rand) in order for the Trust to meet its obligations (i.e. acquire shares in the
market) with regards to enabling the share option holders to exercise their share
options;
- The Board is satisfied that immediately after providing this financial assistance, the
company will satisfy the solvency and liquidity test as contemplated in section 4 of
the Companies Act; and
- The Board is satisfied that the terms under which the financial assistance is
proposed to be given, are fair and reasonable to the company.

5 This notice is provided because the value of the financial assistance referred to in
paragraph 4 exceeds the threshold stated in paragraph 3.

Pinetown
23 May 2016

Sponsor
One Capital

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