STELLAR CAPITAL PARTNERS LIMITED - Changes to the board of directors and section 45(5) notice in terms of the Companies Act

Changes to the board of directors and section 45(5) notice in terms of the Companies Act

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

CHANGES TO THE BOARD OF DIRECTORS AND SECTION 45(5) NOTICE IN
TERMS OF THE COMPANIES ACT, 71 OF 2008 (“THE COMPANIES ACT”)

Changes to the Board of Directors

Stellar Capital would like to inform shareholders of certain
changes to its Board including the addition of a new
independent non-executive director to enhance governance and
bring additional skills to the Company, and the changing of
certain roles in order to streamline the board and position
the Company for further growth.

1.   New Appointment

1.1 Stellar Capital is pleased to welcome Mr Cornelius
    (“Corrie”) Roodt as an independent non-executive director
    with effect from 5 October 2015.

1.2 Corrie is the current Chairman of Premier FMCG and has had
    a successful business career which included the     NASDAQ
    listing of First South Africa Corp. and the founding of
    First Lifestyle Holdings.

1.3 Previously, Corrie served as a partner at PriceWaterhouse
    Corporate Finance and before that as audit partner.

1.4 Corrie  will join the Remuneration and Nomination
    Committees.

1.5 The Board welcomes Corrie and looks forward to the
    contribution that he will make to Stellar Capital going
    forward.

2.   Changes to Roles

2.1 Shareholders are advised that Peter van Zyl, the current
    CEO, will assume a non-executive position with effect from
    5 October 2015. Charles Pettit, a current non-executive
    director, will assume the role of CEO from the same date.

2.2 The Board wishes to thank Peter for his valuable
    contribution as CEO while welcoming Charles to the role.
2.3 In addition, Ms Christina Wiese will assume the role of
    alternate director to Ms Clare Wiese with effect from 5
    October 2015.

3.   Section 45(5) Notice

3.1 Section 45(5) of the Companies Act requires a company to
    provide written notice to its shareholders, amongst
    others, of the decision to provide financial assistance if
    the total value of all loans, debts, obligations or
    assistance contemplated in that resolution, together with
    any previous such resolution during the same financial
    year, exceeds one-tenth of 1% of the company’s net worth
    at the time of the resolution.

3.2 Shareholders approved a special resolution at the Annual
    General Meeting of the Company held on 5 June 2015,
    authorising the board of directors, from time to time, to
    provide any direct or indirect financial assistance, as
    defined in section 45(1) of the Act to any related or
    inter-related company as contemplated in section 45(2) of
    the Act, for such amounts and on such terms and conditions
    as the board may determine.

3.3 Financial assistance to related or inter-related companies
    includes the authority to transfer funds against loan
    accounts between group companies, in terms of the
    centralised treasury function of the group and for the
    group to continue issuing guarantees in favour of
    financial institutions and certain major suppliers for
    credit and advances by those entities to the Company’s
    investee companies.

3.4 The board of directors has authorised the Company to
    provide a guarantee limited to a total value of
    R12 000 000 to investee company, Praxis Financial Services
    Limited, in the form of financial assistance.

3.5 The Board has satisfied itself that:

3.5.1   immediately before providing the financial assistance,
        the Company would satisfy the solvency and liquidity
        test as contemplated in section 4 of the Companies Act;

3.5.2   the terms under which the financial assistance was
        provided were fair and reasonable to the Company; and

3.5.3   there has been due compliance with the requirements of
        the Company’s constitutional documents and with the
        Companies Act.
Johannesburg
5 October 2015

Sponsor
Stellar Advisers (Pty) Ltd

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