STEFANUTTI STOCKS HOLDINGS LIMITED - Results of annual general meeting and notice to shareholders in terms of section 45 of the Companies Act

Results of annual general meeting and notice to shareholders in terms of section 45 of the Companies Act

Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK
ISIN: ZAE000123766
(“Stefanutti Stocks” or “the Company”)


RESULTS OF ANNUAL GENERAL MEETING AND NOTICE TO SHAREHOLDERS IN TERMS OF
SECTION 45 OF THE COMPANIES ACT


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are notified that at the Company’s annual general meeting (“AGM”) held entirely by electronic
communication on Friday, 4 August 2023, all the ordinary and special resolutions as set out in the notice of
AGM, were approved by the requisite majority of shareholders.


The number of Stefanutti Stocks ordinary shares represented at the AGM was 111 339 879 representing
59,20% of the total ordinary issued share capital of Stefanutti Stocks or 66,57% of the total voteable ordinary
shares at the AGM.


The results of the resolutions proposed at the AGM, namely in favour (as a percentage of shares voted),
against (as a percentage of shares voted) and abstain (as a percentage of total issued share capital), and
shares voted (as a percentage of total issued share capital) of the Company are as follows:


 Ordinary resolution number 1 – To adopt the annual financial statements of the company for the year
 ended 28 February 2023, including the directors’ report and the report of the Audit, Governance and Risk
 Committee and the Social and Ethics Committee


  FOR                      AGAINST                  ABSTAIN                  SHARES VOTED

            102 680 599                   91 800                8 567 480              102 772 399

                 99.91%                    0.09%                    4.56%                   54.64%
Ordinary resolution number 2 – To re-elect B Harie as a director of the Company


 FOR                     AGAINST                 ABSTAIN                  SHARES VOTED

          102 677 019                   95 380               8 567 480            102 772 399

               99.91%                    0.09%                   4.56%                  54.64%




Ordinary resolution number 3 – To re-elect BP Silwanyana as a director of the Company


 FOR                     AGAINST                 ABSTAIN                  SHARES VOTED

          102 657 019                  111 800               8 571 060            102 768 819

               99.89%                    0.11%                   4.56%                  54.64%



Ordinary resolution number 4 – To re-appoint the auditors and the audit partner


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED

          102 677 019                   91 800                8 571 060           102 768 819

               99.91%                    0.09%                   4.56%                  54.64%



Ordinary resolution number 5 – To appoint B Harie as a member of the Audit, Governance and Risk
Committee


 FOR                     AGAINST                 ABSTAIN                  SHARES VOTED


          102 677 019                   95 380               8 567 480            102 772 399


               99.91%                    0.09%                   4.56%                  54.64%
Ordinary resolution number 6 – To appoint BP Silwanyana as a member of the Audit, Governance
and Risk Committee


 FOR                    AGAINST                ABSTAIN                SHARES VOTED


          102 657 019                111 800              8 571 060            102 768 819


              99.89%                   0.11%                  4.56%                 54.64%



Ordinary resolution number 7 – To appoint HJ Craig as a member of the Audit, Governance and Risk
Committee


 FOR                    AGAINST                ABSTAIN                SHARES VOTED


          102 677 019                 91 800              8 571 060            102 768 819


              99.91%                   0.09%                  4.56%                 54.64%



Ordinary resolution number 8 – To approve the Company’s remuneration policy


 FOR                    AGAINST                ABSTAIN                SHARES VOTED


          101 856 020                916 379              8 567 480            102 772 399


              99.11%                   0.89%                  4.56%                 54.64%



Ordinary resolution number 9 – To approve the Company’s remuneration implementation report


 FOR                    AGAINST                ABSTAIN                SHARES VOTED


          101 879 849                892 550              8 567 480            102 772 399


              99.13%                   0.87%                  4.56%                 54.64%
Ordinary resolution number 10 – Authority for signature of documentation


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


          102 680 599                  91 800               8 567 480            102 772 399


               99.91%                   0.09%                   4.56%                 54.64%




Special resolution number 1.1 – Approval of non-executive directors’ fees – Board Chairman


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


          102 656 020                 116 379               8 567 480            102 772 399


               99.89%                   0.11%                   4.56%                 54.64%



Special resolution number 1.2 – Approval of non-executive directors’ fees – Board Member


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


          102 656 020                 116 379               8 567 480            102 772 399


               99.89%                   0.11%                   4.56%                 54.64%



Special resolution number 1.3 – Approval of non-executive directors’ fees – Audit, Governance and
Risk Committee Chairman


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


          102 656 020                 116 379               8 567 480            102 772 399


               99.89%                   0.11%                   4.56%                 54.64%
Special resolution number 1.4 – Approval of non-executive directors’ fees – Audit, Governance and
Risk Committee Member


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


          102 656 020                116 379               8 567 480            102 772 399


              99.89%                   0.11%                  4.56%                  54.64%



Special resolution number 1.5 – Approval of non-executive directors’ fees – Remuneration and
Nominations Committee Chairman


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


          102 656 020                116 379               8 567 480            102 772 399


              99.89%                   0.11%                  4.56%                  54.64%



Special resolution number 1.6 – Approval of non-executive directors’ fees – Remuneration and
Nominations Committee Member


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


          102 656 020                116 379               8 567 480            102 772 399


              99.89%                   0.11%                  4.56%                  54.64%



Special resolution number 1.7 – Approval of non-executive directors’ fees – Social and Ethics
Committee Chairman


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


          102 656 020                116 379               8 567 480            102 772 399


              99.89%                   0.11%                  4.56%                  54.64%
Special resolution number 1.8 – Approval of non-executive directors’ fees – Social and Ethics
Committee Member


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


          102 656 020                  116 379                8 567 480             102 772 399


               99.89%                    0.11%                   4.56%                   54.64%



Special resolution number 1.9 – Approval of non-executive directors’ fees – Chairman of any other
committee to be formed


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


          102 656 020                  116 379                8 567 480             102 772 399


               99.89%                    0.11%                   4.56%                   54.64%



Special resolution number 1.10 – Approval of non-executive directors’ fees – Member of any other
committee to be formed


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


          101 856 020                  916 379                8 567 480             102 772 399


               99.11%                    0.89%                   4.56%                   54.64%



Special resolution number 1.11 – Approval of non-executive directors’ fees – Directors’ hourly rate


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


          101 856 020                  916 379                8 567 480             102 772 399


               99.11%                    0.89%                   4.56%                   54.64%
 Special resolution number 1.12 – Approval of non-executive directors’ fees – Specific project fees


  FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           101 856 770                  915 629               8 567 480             102 772 399


                99.11%                    0.89%                   4.56%                  54.64%



 Special resolution number 2 – To approve financial assistance


  FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           101 859 600                  912 799               8 567 480             102 772 399


                99.11%                    0.89%                   4.56%                  54.64%



 Special resolution number 3 – General authority to repurchase Company shares


  FOR                     AGAINST                 ABSTAIN                  SHARES VOTED


           103 119 849                  892 550               7 327 480             104 012 399


                99.14%                   0.86%                    3.90%                  55.30%



NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45 OF THE COMPANIES ACT


In respect of Special Resolution Number 2 (financial assistance), notice is hereby given in terms of Section
45(5) of the Companies Act No 71 of 2008 (the “Companies Act”), that, pursuant to the authority granted to
the board of directors of the Company (“the Board”) by the shareholders in the annual general meeting held
on 5 August 2022, the Board has authorised the Company to provide financial assistance as contemplated in
Section 45 of the Companies Act.


Johannesburg
4 August 2023
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 04-08-2023 04:05:00
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