Shareholders are referred to proposed ordinary resolution number 6 and proposed ordinary resolution number 7 (the 'Resolutions') as set out in the notice of annual general meeting ('AGM'), contained in the company's integrated annual report for the year ended 30 September 2015.

The Resolutions propose to provide the company's directors with the authority to allot and issue up to 25 989 249 ordinary shares, equating to up to 15% of the company's issued ordinary share capital (excluding treasury shares), for cash or business purposes.

Since the notice of AGM was issued on 23 December 2015, certain events have occurred which have prompted the directors to reassess the maximum number of ordinary shares proposed in the Resolutions. Accordingly, the directors hereby propose and will propose at the AGM to limit the maximum number of shares to be issued under the authority to a maximum of 14 000 000 ordinary shares (up to c. 8.1% of the current issued share capital of the company (excluding treasury shares)).

Furthermore, the directors wish to clarify to shareholders the rationale for the proposed Resolutions. In August 2014, the company acquired an 80% interest in TIL JV Ltd., the holding company of the BWG group of companies for EUR55 million (R799 million at an exchange rate of R14.5 per Euro) ('Purchase Consideration'). The Purchase Consideration was settled with a Rand denominated short-term loan. In addition, the company continues to evaluate value-enhancing bolt-on opportunities. Considering the company's balance sheet optimisation strategy, and in order to execute on potential opportunities, the directors recommend shareholders vote in favour of the Resolutions.

Any existing proxy forms lodged by shareholders for the AGM will remain valid and binding, unless the shareholder elects to withdraw same and submit a revised proxy form (which shareholders are entitled to do) in accordance with the procedures set out in the notice of AGM.

The date, time and location of the AGM remain unchanged.

The SPAR Group Limited issued this content on 03 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 03 February 2016 15:35:32 UTC

Original Document: https://www.spar.co.za/About-SPAR/SPAR-Financial/SENS-Media/View/297