FORM OF PROXY

THE SPAR GROUP LTD

Registration number 1967/001572/06
JSE code: SPP
ISIN: ZAE000058517
(SPAR or the company)
For use by certificated and own name dematerialised SPAR shareholders (shareholders) at the AGM of the company to be held in the
company’s boardroom, 22 Chancery Lane, Pinetown, Durban, South Africa on Tuesday, 16 February 2021 at 09:00 for the purpose of
conducting the following items of business:
I/We
of (address)
being the holder/s of shares, appoint (see note 1)
1. or failing him/her/it;
2. or failing him/her/it;
3. the Chairman of the AGM
as my/our proxy to act for me/us on my/our behalf at the AGM which will be held for the purposes of considering and, if deemed fit,
passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or
against the resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name/s, in accordance with the
following instructions:
Insert an ‘X’ or the number of shares
with which you wish to vote
For Against Abstain
ORDINARY BUSINESS
1. Adoption of the annual financial statements
2. Appointment of Brett Botten as an executive director
3. Appointment of Graham O’Connor as a non-executive director
Re-election of Marang Mashologu as a non-executive director retiring
4. by rotation
5. Re-election of the independent external auditor
6. Re-election of the members of the Audit Committee
6.1 Marang Mashologu;
6.2 Harish Mehta;
6.3 Andrew Waller (Chairman).
7. Authority to issue shares for the purpose of share options
8. Authority to issue shares for the purpose of the CSP
9. Non-binding advisory vote on the remuneration policy
10. Non-binding advisory vote on the remuneration implementation report
SPECIAL BUSINESS
11. Financial assistance to related or inter-related companies
12. Non-executive directors’ fees

Signed at on this day of 2021

Signature
NOTES TO THE FORM OF PROXY
Completed forms of proxy must be received at the office of the company’s transfer secretaries, Link Market Services South Africa
(Pty) Ltd, PO Box 4844, Johannesburg, 2000, by no later than 09:00 on Friday, 12 February 2021. Thereafter, a form of proxy must
be handed to the Chairman of the AGM before the appointed proxy may exercise any rights of the shareholders at the AGM.
1. A member’s instructions to the proxy must be indicated in the appropriate box provided. Failure to comply with the above will be
deemed to authorise the proxy to vote or abstain from voting at the AGM as he/she deems fit. A member may instruct the proxy to
vote less than the total number of shares held by inserting the relevant number of shares in the appropriate box provided.
A member who fails to do so will be deemed to have authorised the proxy to vote or abstain from voting, as the case may be,
in respect of all the member’s votes exercisable at the AGM.
2. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. for a
company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this form of proxy unless previously
recorded by the company’s share registrar or waived by the Chairman of the AGM.
3. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies.
4. A minor must be assisted by the minor’s parent or guardian unless the relevant documents establishing the minor’s legal capacity
are produced or have been registered by the company’s transfer secretaries.
5. The Chairman of the AGM may accept any form of proxy which is completed other than in accordance with these notes if the
Chairman of the AGM is satisfied as to the manner in which the member wishes to vote.

SUMMARY OF RIGHTS OF SHAREHOLDERS

In terms of section 58 of the Companies Act:
• A shareholder of a company may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any
individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders
meeting on behalf of such shareholder
• Irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent
that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder
• Any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise
• If an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by (i) cancelling it in writing, or
making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy and to the
relevant company
• A proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without
direction, except to the extent that the relevant company’s MOI, or the instrument appointing the proxy, provides otherwise
• If the instrument appointing a proxy has been delivered by a shareholder to a company, then, for so long as that appointment remains
in effect, any notice required in terms of the Companies Act or such company’s MOI to be delivered to a shareholder must be
delivered by such company to:
– The relevant shareholder, or
– The proxy or proxies, if the relevant shareholder has (i) directed such company to do so, in writing; and (ii) paid any reasonable fee
charged by such company for doing so
• If a company issues an invitation to its shareholders to appoint 1 (one) or more persons named by the company as a proxy, or
supplies a form of proxy instrument:
– The invitation must be sent to every shareholder entitled to notice of the meeting at which the proxy is intended to be exercised
– The invitation or form of proxy instrument supplied by the company must:
» Bear a reasonably prominent summary of the rights established in section 58 of the Companies Act
» Contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable a shareholder to
write the name and, if desired, an alternative name of a proxy chosen by the shareholder
» Provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any
resolution(s) to be put at the meeting, or is to abstain from voting
• The company must not require that the proxy appointment be made irrevocable
• The proxy appointment remains valid only until the end of the meeting at which it was intended to be used