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Results of annual general meeting

Published: 2022-02-16 06:00:00 ET

Spar Group Limited (JSE:SPP) News - Results of annual general meeting

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”)

RESULTS OF ANNUAL GENERAL MEETING

SPAR shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Tuesday, 15 February 2022, all the ordinary and special resolutions, as set out
in the notice of AGM dated 15 December 2021, were passed by the requisite majority of Shareholders
present or represented by proxy.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:

Ordinary Business

1.   Ordinary resolution number 1: Appointment of Sundeep Naran as an independent non-executive
     director

 Shares Voted             Abstained                For                       Against
 148 662 994              0.23%                    100.00%                   0.00%
 77.19%

2.   Ordinary resolution number 2: Confirmation of appointment of Jane Canny as an independent
     non-executive director

 Shares Voted             Abstained                For                       Against
 148 661 218              0.23%                    100.00%                   0.00%
 77.19%

3.   Re-election of non-executive directors retiring by rotation

Ordinary resolution number 3.1: Re-election of Phumla Mnganga as an independent non-executive
director retiring by rotation

 Shares Voted             Abstained                For                       Against
 148 647 461              0.24%                    68.84%                    31.16%
 77.18%

Ordinary resolution number 3.2: Re-election of Lwazi Koyana as an independent non-executive
director retiring by rotation

 Shares Voted             Abstained                For                       Against
 148 662 584              0.23%                    99.27%                    0.73%
 77.19%

4.   Re-election of the independent external auditor

Ordinary resolution number 4.1: Re-election of PricewaterhouseCoopers Inc. as the independent
external audit firm of the Company

 Shares Voted             Abstained                For                       Against
 148 661 334              0.23%                    96.22%                    3.78%
 77.19%

Ordinary resolution number 4.2: Appointment of Thomas Howatt as the designated individual audit
partner

 Shares Voted            Abstained                 For                       Against
 148 662 054             0.23%                     96.22%                    3.78%
 77.19%

5.   Election of the members of the Audit Committee

Ordinary resolution number 5.1: Election of Marang Mashologu

 Shares Voted            Abstained                 For                       Against
 148 662 584             0.23%                     99.26%                    0.74%
 77.19%

Ordinary resolution number 5.2: Election of Lwazi Koyana, subject to the adoption of ordinary
resolution number 3.2

 Shares Voted            Abstained                 For                       Against
 148 662 584             0.23%                     99.27%                    0.73%
 77.19%

Ordinary resolution number 5.3: Election of Sundeep Naran, subject to the adoption of ordinary
resolution number 1

 Shares Voted            Abstained                 For                       Against
 148 662 994             0.23%                     99.28%                    0.72%
 77.19%

Ordinary resolution number 5.4: Election of Andrew Waller (chairman)

 Shares Voted            Abstained                 For                       Against
 148 663 714             0.23%                     98.56%                    1.44%
 77.19%

6.   Ordinary resolution number 6: Authority to issue shares for the purpose of share options

 Shares Voted             Abstained                For                       Against
 148 664 034              0.23%                    91.55%                    8.45%
 77.19%

7.   Ordinary resolution number 7: Authority to issue shares for the purpose of The SPAR Group
     Limited Conditional Share Plan

 Shares Voted             Abstained                For                       Against
 148 660 334              0.23%                    92.18%                    7.82%
 77.19%

8.   Ordinary resolution number 8: Non-binding advisory vote on SPAR’s remuneration policy

 Shares Voted             Abstained                For                       Against
 148 659 713              0.23%                    93.56%                    6.44%
 77.18%

9.   Ordinary resolution number 9*: Non-binding advisory vote on SPAR’s remuneration
     implementation report

 Shares Voted             Abstained                For                       Against
 148 644 590              0.24%                    62.51%                    37.49%
 77.18%

Special Business

1.   Special resolution number 1: Financial assistance to related or inter-related parties

 Shares Voted             Abstained                For                       Against
 148 660 924              0.23%                    90.07%                    9.93%
 77.19%

2.   Special resolution number 2: Non-executive directors’ fees

Special resolution number 2.1: Non-executive directors’ fees

 Shares Voted             Abstained                For                       Against
 148 653 884              0.24%                    99.59%                    0.41%
 77.18%

Special resolution number 2.2: Non-executive directors’ fees for IT Steering Committee

 Shares Voted             Abstained                For                       Against
 148 654 095              0.24%                    97.29%                    2.71%
 77.18%

Special resolution number 2.3: Non-executive directors’ fees for ad hoc meetings

 Shares Voted             Abstained                For                       Against
 148 653 595              0.24%                    98.66%                    1.34%
 77.18%

* As more than 25% of the votes cast on ordinary resolution 9 were against the non-binding
endorsement of SPAR’s remuneration implementation report, an invitation will be extended to those
Shareholders who voted against the said resolution to engage with the Company, as required by the
JSE Limited Listings Requirements. The Company will issue a further announcement, including details
of the manner and timing of such engagement.


Notes:

-     Percentages of shares voted are calculated in relation to the total issued share capital of SPAR.
-     Percentage of shares voted for and against are calculated in relation to the total number of shares
      voted for each resolution.
-     Abstentions are calculated as a percentage in relation to the total issued share capital of SPAR.


Pinetown
16 February 2022

Sponsor
One Capital

Date: 16-02-2022 08:00:00
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