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Changes to the board of directors & withdrawal of a resolution to be adopted at the upcoming annual general meeting

Published: 2023-01-17 18:03:36 ET
<<<  go to JSE:SPP company page
                                   THE SPAR GROUP LIMITED
                            (Incorporated in the Republic of South Africa)
                               (Registration number: 1967/001572/06)
                                           JSE Code: SPP
                                        ISIN: ZAE000058517
                                    (“SPAR” or the “Company”)


    CHANGES TO THE BOARD OF DIRECTORS AND WITHDRAWAL OF A RESOLUTION TO BE
       ADOPTED AT THE UPCOMING ANNUAL GENERAL MEETING OF THE COMPANY


In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, SPAR shareholders
(“Shareholders”) are hereby advised of the following changes to the board of directors of SPAR
(“Board”):

•    Dr Phumla Mnganga will be stepping down as an independent non-executive director of the Board,
     immediately upon conclusion of the Board meeting to be held on 14 February 2023, after serving
     as a director for 17 years;
•    Mr Graham O’Connor, a non-executive director of the Board, who is due to retire at the upcoming
     annual general meeting of Shareholders to be held on 14 February 2023 (“2023 AGM”), does not
     intend to make himself available for re-election to the Board and will therefore retire at the
     conclusion of the 2023 AGM;
•    Mr Brett Botten, the Chief Executive Officer (“CEO”) of the Company, will retire from the Company
     and the Board on 31 January 2023; and
•    Dr Shirley Anne Zinn and Mr Pedro Manuel Pereira da Silva, are appointed as independent non-
     executive directors of the Board, effective immediately following the 2023 AGM.

Furthermore, Shareholders are referred to the notice of the 2023 AGM dated 15 December 2022, which
was published on 21 December 2022, and are advised that, as a result of the above-mentioned
retirement of Mr O’Connor, Ordinary Resolution 2.1 regarding his re-election as a director of the
Company, has been withdrawn and will not be proposed for consideration at the 2023 AGM.

Mr da Silva holds a Degree in Economics from Nova University in Lisbon and completed the Advanced
Management Program at the Harvard Business School and the Program for Executive Development at
IMD, Lausanne. He is currently Global Retail Advisor, board member at the Portuguese Diaspora
Council in Lisbon and previously held various executive leadership positions in South Africa as
Managing Director of Pick n Pay Retail and internationally as President of the Management Board and
CEO of CEPD N.V (the retail holdings of the Pelion Group) and President of Dixy Group (the third
largest Russian national food retailer). Mr da Silva also previously held various executive positions in
the foreign listed entity, Jeronimo Martins Group, as Chief Operating Officer (COO): Country Manager
for Portugal, Poland, Colombia; and before that as CEO of its Polish subsidiaries, Biedronka Discount
Stores, Jeronimo Martins Dystrybucja for 10 years. Mr da Silva is expected to contribute
entrepreneurship, sustainable dynamic growth strategies, retail and international retails skills to the
Board.

Dr Zinn holds a Bachelors of Arts Degree, a Post Graduate Higher Diploma and a Masters Degree in
Education from the University of the Western Cape; and an Honours degree in Education from UNISA.
She later obtained a further Masters Degree and a Doctorate in Education from Harvard University. She
was the Group Head of Human Resources at Woolworths Holdings Limited, and the Head of Human
Resources at Standard Bank of South Africa. Dr Zinn currently serves on the boards of listed entities
including Sanlam Limited and Sanlam Life Insurance Limited (also Chair of the Human Resources and
Remuneration Committee); and Spur Corporation Limited (also Chairs the Remuneration and
Nominations Committee). She also serves as an independent non-executive director of MTN South
Africa (Pty) Ltd and also chairs their HR, Remuneration and Social and Ethics Committee. Dr Zinn is
also the Chair of the V&A Waterfront in Cape Town. She has served on various other boards including
Shoprite Holdings Limited (Lead Independent Director) and the Institute of Bankers (Chair). Dr Zinn is
expected to contribute people, leadership, culture and HR skills to the Board.
The Board congratulates Mr da Silva and Dr Zinn on their appointments and looks forward to their
contributions to the Board and the Company.

The Board would like to thank Dr Mnganga, Mr O’Connor and Mr Botten for their service and
contributions to the Board and the Company.

A further announcement regarding the necessary appointments to the affected Board committees,
following the vacancies which have arisen as a result of the above-mentioned changes, as well as the
appointment of the CEO of the Company, will be published in due course.


Pinetown
17 January 2023

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