SPP : 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, 11 February 2020, the ordinary and special resolutions, as set out in the notice of AGM dated 12 November 2019, were approved 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: Adoption of the annual financial statements of the Company
Shares Voted	Abstained	For	Against
146 212 872	0.32%	100.00%	0.00%
75.91%
2.	Ratification of the appointment of a non-executive director
Ordinary resolution number 2: Appointment of Mr L Koyana
Shares Voted	Abstained	For	Against
146 549 317	0.14%	99.93%	0.07%
76.09%

3. Re-election of non-executive directors

Ordinary resolution number 3.1: Re-electionof Harish Mehta

Shares Voted	Abstained	For	Against
146 549 717	0.14%	82.98%	17.02%
76.09%
Ordinary resolution number 3.2: Re-election of Phumla Mnganga
Shares Voted	Abstained	For	Against
146 550 117	0.14%	81.57%	18.43%
76.09%

Ordinary resolution number 3.3: Re-electionof Andrew Waller

Shares Voted	Abstained	For	Against
146 550 117	0.14%	98.81%	1.19%
76.09%
4.	Ordinary resolution number 4: Re-election of PricewaterhouseCoopers Inc. as the independent
	external auditors of the Company and Sharalene Randelhoff as the independent designated
	auditor
Shares Voted	Abstained	For	Against
146 550 217	0.14%	100.00%	0.00%
76.09%
5. Re-election of members of the Audit Committee
Ordinary resolution number 5.1: Re-election of Marang Mashologu
Shares Voted	Abstained	For	Against
146 550 117	0.14%	99.31%	0.69%
76.09%
Ordinary resolution number 5.2: Re-electionof Harish Mehta
Shares Voted	Abstained	For	Against
146 549 717	0.14%	63.50%	36.50%
76.09%
Ordinary resolution number 5.3: Re-electionof Andrew Waller
Shares Voted	Abstained	For	Against
146 550 117	0.14%	98.81%	1.19%
76.09%
6.	Ordinary resolution number 6: Authority to issue shares for the purpose of share options
Shares Voted	Abstained	For	Against
146 549 123	0.14%	93.99%	6.01%
76.09%

7. Ordinary resolution number 5: Authority to issue shares for the purpose of The SPAR Group Limited Conditional Share Plan

Shares Voted	Abstained	For	Against
146 549 123	0.14%	98.33%	1.67%
76.09%

8.	Ordinary resolution number 8: Non-binding advisory vote 1: Non-bindingadvisory vote on
	SPAR's remuneration policy
Shares Voted	Abstained	For	Against
146 474 048	0.18%	91.52%	8.48%
76.05%
9.	Ordinary resolution number 9: Non-binding advisory vote 2: Non-bindingadvisory vote on
	SPAR's remuneration implementation report
Shares Voted	Abstained	For	Against
146 546 803	0.14%	85.83%	14.17%
76.09%
Special Business
1.	Special resolution number 1: Financial assistance to related or inter-related companies
Shares Voted	Abstained	For	Against
146 549 921	0.14%	91.86%	8.14%
76.09%
2.	Special resolution number 2: Non-executive directors' fees
Shares Voted	Abstained	For	Against
146 549 121	0.14%	96.77%	3.23%
76.09%

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

11 February 2019

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