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Notice pursuant to section 45(5) of the Companies Act No. 71 of 2008

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Published: 2022-06-15 16:55:26 ET
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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 15 February 2022, SPAR shareholders approved a special resolution, pursuant to section 45 of
        the Companies Act, authorising the 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.

3       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.

4       Notice is hereby provided that:
        4.1      on 7 June 2022, the Board had adopted resolutions providing the following financial
                 assistance totaling approximately R155.5 million to the following related or inter-related
                 entities:
                  -    subordination of shareholder loan accounts of wholly owned subsidiaries, SPAR
                       Retail Stores Proprietary Limited and Kaplian Trading Proprietary Limited; and
                  -    payment to The SPAR Group Limited Employee Share Trust (2004) (“Trust”) in order
                       for the Trust to meet its obligations under the Share Option Scheme;
        4.2     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
        4.3     the Board is satisfied that the terms under which the financial assistance is proposed to be
                given, are fair and reasonable to the Company.

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
15 June 2022

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