STELLAR CAPITAL PARTNERS LIMITED - Section 45(5) Notice in terms of the Companies Act, 71 of 2008

Section 45(5) Notice in terms of the Companies Act, 71 of 2008

STELLAR CAPITAL PARTNERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
("Stellar Capital" or the "Company")
Share code: SCP
ISIN: ZAE000198586

SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT, 71 OF 2008
(“THE COMPANIES ACT”)

Notice is hereby given in accordance with section 45(5) of the
Companies Act, that pursuant to the authority granted to the
board of directors of Stellar Capital (“the Board”) by the
Shareholders at the annual general meeting held on 5 June
2015, the Board has adopted resolutions to provide financial
assistance to related and/or inter-related entities as
contemplated in section 45(2) of the Companies Act.

The resolutions passed by the Board authorises the Company to
provide financial assistance to its subsidiaries and inter-
related entities, as envisaged in terms of section 45 of the
Companies Act “the Financial Assistance”).

The Board prior to authorising the Financial Assistance
considered and satisfied itself, in terms of section 45 of the
Companies Act, that:

  1. immediately after providing the Financial Assistance, the
     Company would satisfy the solvency and liquidity test as
     contemplated in section 4 of the Companies Act;
  2. there has been due compliance with the Company’s
     memorandum of incorporation and with the Companies Act;
     and
  3. the terms of the Financial Assistance are fair and
     reasonable in relation to the Company.


JOHANNESBURG
18 December 2015

Sponsor:   Stellar Advisers (Pty) Ltd

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