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Results of AGM, engagement with shareholders on remuneration policy & implementation report, change to committee
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" or the "Group")
RESULTS OF ANNUAL GENERAL MEETING, ENGAGEMENT WITH SHAREHOLDERS
REGARDING THE GROUP'S REMUNERATION POLICY AND IMPLEMENTATION REPORT, AND
CHANGE TO A BOARD COMMITTEE
RESULTS OF ANNUAL GENERAL MEETING
SPAR shareholders ("Shareholders") are advised that at the annual general meeting ("AGM") of
Shareholders held today, 4 March 2026, all the ordinary and special resolutions, as set out in the notice
of AGM dated 15 December 2025, were approved by the requisite majority of Shareholders present or
represented by proxy, save for non-binding advisory resolution numbers 5 and 6.
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. Re-election of non-executive directors retiring by rotation
Ordinary resolution number 1.1: Re-election of Liesbeth Botha as an independent non-executive
director
Shares Voted Abstained For Against
169 348 839 0.02% 96.77% 3.23%
87.93%
Ordinary resolution number 1.2: Re-election of Marie Jamieson as an independent non-executive
director
Shares Voted Abstained For Against
169 348 840 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 1.3: Re-election of Sundeep Naran as an independent non-executive
director
Shares Voted Abstained For Against
169 348 839 0.02% 99.95% 0.05%
87.93%
2. Re-election of the independent external auditor
Ordinary resolution number 2: Re-election of PricewaterhouseCoopers Inc. as the independent
external audit firm of the Company, with Dirk Höll as the designated individual audit partner
Shares Voted Abstained For Against
169 349 827 0.02% 98.58% 1.42%
87.93%
3. Election of the members of the Audit Committee
Ordinary resolution number 3.1: Election of Olufunke Ighodaro
Shares Voted Abstained For Against
169 348 839 0.02% 99.80% 0.20%
87.93%
Ordinary resolution number 3.2: Election of Lwazi Koyana
Shares Voted Abstained For Against
169 348 840 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 3.3: Election of Sundeep Naran, subject to the passing of ordinary
resolution number 1.3
Shares Voted Abstained For Against
169 348 839 0.02% 99.95% 0.05%
87.93%
4. Election of Members of the Social, Ethics and Sustainability Committee
Ordinary resolution number 4.1: Election of Sundeep Naran, subject to the passing of ordinary
resolution number 1.3
Shares Voted Abstained For Against
169 348 839 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 4.2: Election of Lwazi Koyana
Shares Voted Abstained For Against
169 348 840 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 4.3: Election of Marie Jamieson, subject to the passing of ordinary
resolution number 1.2
Shares Voted Abstained For Against
169 348 839 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 4.4: Election of Liesbeth Botha, subject to the passing of ordinary
resolution number 1.1
Shares Voted Abstained For Against
169 348 839 0.02% 99.95% 0.05%
87.93%
Ordinary resolution number 4.5: Election of Shirley Zinn
Shares Voted Abstained For Against
169 349 827 0.02% 99.93% 0.07%
87.93%
Ordinary resolution number 4.6: Election of Phumlani Dyini
Shares Voted Abstained For Against
167 717 223 0.87% 99.95% 0.05%
87.08%
5. Ordinary resolution number 5: Non-binding advisory vote on SPAR's remuneration policy*
Shares Voted Abstained For Against
169 348 157 0.02% 69.54% 30.46%
87.93%
6. Ordinary resolution number 6: Non-binding advisory vote on SPAR's remuneration
implementation report*
Shares Voted Abstained For Against
169 348 157 0.02% 38.57% 61.43%
87.93%
Special Business
1. Special resolution number 1: Financial assistance to related or inter-related parties
Shares Voted Abstained For Against
169 349 826 0.02% 89.35% 10.65%
87.93%
2. Special resolution number 2: Non-executive directors' fees
Shares Voted Abstained For Against
169 349 677 0.02% 92.43% 7.57%
87.93%
3. Special resolution number 3: General authority to repurchase shares
Shares Voted Abstained For Against
169 342 298 0.02% 81.20% 18.80%
87.92%
Notes:
- Percentages of shares voted are calculated in relation to the total issued share capital of SPAR.
- Percentages 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.
* ENGAGEMENT WITH SHAREHOLDERS REGARDING THE GROUP'S REMUNERATION POLICY
AND IMPLEMENTATION REPORT
As more than 25% of the votes cast by Shareholders present or represented by proxy at the AGM were
exercised against the endorsement of non-binding advisory resolution numbers 5 and 6, relating to the
Group's remuneration policy and implementation report, respectively, the Company, in accordance with
the JSE Listings Requirements and the recommendations of the King IV Report on Corporate
Governance for South Africa, 2016, hereby invites dissenting Shareholders to submit their comments /
concerns / questions / recommendations in respect of SPAR's remuneration policy and / or
implementation report, in writing, to Investor Relations, at ir@spar.co.za, so as to be received by no
later than close of business on 27 March 2026.
The comments received will be coordinated in preparation for a virtual meeting to be scheduled between
such shareholders and representatives of the Company's board of directors. Shareholders will be
updated via SENS with the meeting invitation details for engagement on their queries in due course.
The Company's remuneration committee endeavours to ensure that remuneration across the Group is
aligned with its business philosophy and strategy, while creating sustainable value for stakeholders.
The Group therefore welcomes constructive engagement on remuneration related issues.
CHANGE TO A BOARD COMMITTEE
Shareholders are referred to the announcement released on SENS on 20 February 2026, wherein they
were advised, inter alia, of the resignation of Mr Angelo Swartz as Group Chief Executive Officer
("CEO") and as an executive director of the Company, with effect from 28 February 2026, and the
appointment of Mr Reeza Isaacs as Group CEO with effect from 1 March 2026.
In compliance with paragraph 6.71(c) of the JSE Listings Requirements, Shareholders are hereby
further advised that Mr Isaacs has been appointed as a member of the Business Transformation
Committee, with effect from 4 March 2026, replacing Mr Swartz.
Umhlanga
4 March 2026
Sponsor
One Capital
Date: 04-03-2026 05:35:00
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