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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 the “Company”)
NOTICE PURSUANT TO SECTION 45(5) OF THE COMPANIES ACT, NO. 71 OF 2008 (“COMPANIES
ACT”)
1 On 14 February 2023, SPAR 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 or persons.
2 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 (“Notice”).
3 Accordingly, Notice is hereby provided wherein SPAR shareholders are advised that:
3.1 on 29 September 2023, the Board adopted a written resolution providing financial
assistance in the form of an extended guarantee issued by the Company in favour of
Nedbank Limited, London branch, for the present and future obligations of a wholly owned
subsidiary arising from an existing €40 000 000 (Forty Million Euro) facility, which has been
extended for a further six months to 26 March 2025;
3.2 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
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
11 October 2023
Sponsor
One Capital
