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, 9 October 2020, 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 85 960 210, representing 46%
of the total ordinary issued share capital of Stefanutti Stocks or 51% 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 29 February 2020, including the directors’ report and the report of the Audit, Governance and Risk
 Committee


  FOR                      AGAINST                   ABSTAIN                 SHARES VOTED

  85 331 011                                     -   629 199                 85 331 011

  100.00%                  0.00%                     0.33%                   45.37%




 Ordinary resolution number 2 – To re-elect HJ Craig as a director of the Company
  FOR                      AGAINST                   ABSTAIN                 SHARES VOTED

  85 289 402               41 609                    629 199                 85 331 011
 99.95%                  0.05%                   0.33%                   45.37%




Ordinary resolution number 3 – To re-elect B Harie as a director of the company


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED

 85 289 402              41 609                  629 199                 85 331 011

 99.95%                  0.05%                   0.33%                   45.37%



Ordinary resolution number 4 – To confirm the appointment of RW Crawford as a director of the
company


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED

 85 289 402              41 609                  629 199                 85 331 011

 99.95%                  0.05%                   0.33%                   45.37%



Ordinary resolution number 5 – To re-appoint the auditors


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED

 85 289 399              41 612                  629 199                 85 331 011

 99.95%                  0.05%                   0.33%                   45.37%



Ordinary resolution number 6 – To appoint DG Quinn as a member of the Audit, Governance and Risk
Committee


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


 85 306 011              25 000                  629 199                 85 331 011


 99.97%                  0.03%                   0.33%                   45.37%
Ordinary resolution number 7 – To appoint B Harie as a member of the Audit, Governance and Risk
Committee


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 306 011             25 000                  629 199                85 331 011


 99.97%                 0.03%                   0.33%                  45.37%



Ordinary resolution number 8 – To appoint BP Silwanyana as a member of the Audit, Governance
and Risk Committee


 FOR                    AGAINST                ABSTAIN                 SHARES VOTED


 85 306 011             25 000                 629 199                 85 331 011


 99.97%                 0.03%                  0.33%                   45.37%



Ordinary resolution number 9 – To appoint JM Poluta as a member of the Audit, Governance and Risk
Committee


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 306 011             25 000                  629 199                85 331 011


 99.97%                 0.03%                   0.33%                  45.37%



Ordinary resolution number 10 – To approve the Company’s remuneration policy


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 111 498             219 013                 629 699                85 330 511


 99.74%                 0.26%                   0.33%                  45.37%
Ordinary resolution number 11 – To approve the Company’s remuneration implementation report


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 164 899             165 612                 629 699                85 330 511


 99.81%                 0.19%                   0.33%                  45.37%




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


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 031 685             305 502                 623 023                85 337 187


 99.64%                 0.36%                   0.33%                  45.37%



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


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 031 685             305 502                 623 023                85 337 187


 99.64%                 0.36%                   0.33%                  45.37%



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


 FOR                    AGAINST                 ABSTAIN                SHARES VOTED


 85 031 685             305 502                 623 023                85 337 187


 99.64%                 0.36%                   0.33%                  45.37%



Special resolution number 1.4 – Approval of non-executive directors fees – Audit, Governance and
Risk Committee Member
 FOR                   AGAINST               ABSTAIN               SHARES VOTED


 85 031 685            305 502               623 023               85 337 187


 99.64%                0.36%                 0.33%                 45.37%



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


 FOR                   AGAINST               ABSTAIN               SHARES VOTED


 85 031 685            305 502               623 023               85 337 187


 99.64%                0.36%                 0.33%                 45.37%



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


 FOR                   AGAINST               ABSTAIN               SHARES VOTED


 85 031 685            305 502               623 023               85 337 187


 99.64%                0.36%                 0.33%                 45.37%



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


 FOR                   AGAINST               ABSTAIN               SHARES VOTED


 85 026 685            355 502               578 023               85 382 187


 99.58%                0.42%                 0.31%                 45.40%
Special resolution number 1.8 – Approval of non-executive directors fees – Social and Ethics
Committee Member


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


 85 026 685              355 502                 578 023                 85 382 187


 99.58%                  0.42%                   0.31%                   45.40%



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


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


 85 031 685              305 502                 623 023                 85 337 187


 99.64%                  0.36%                   0.33%                   45.37%



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


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


 85 031 685              305 502                 623 023                 85 337 187


 99.64%                  0.36%                   0.33%                   45.37%



Special resolution number 1.11 – Approval of non-executive directors fees – Hourly rate


 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


 85 031 685              305 502                 623 023                 85 337 187


 99.64%                  0.36%                   0.33%                   45.37%
 Special resolution number 1.12 – Approval of non-executive directors fees – Specific project fees


  FOR                     AGAINST                 ABSTAIN                  SHARES VOTED


  85 051 685              285 502                 623 023                  85 337 187


  99.67%                  0.33%                   0.33%                    45.37%



 Special resolution number 2 – To approve financial assistance


  FOR                     AGAINST                 ABSTAIN                  SHARES VOTED


  85 167 610              158 401                 634 199                  85 326 011


  99.81%                  0.19%                   0.34%                    45.37%



 Special resolution number 3 – General authority to repurchase Company shares


  FOR                     AGAINST                 ABSTAIN                 SHARES VOTED


  85 384 202              116 609                 459 399                 85 500 811


  99.86%                  0.14%                   0.24%                   45.46%




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 9 October 2020, the Board has adopted a resolution authorising the Company to provide financial
assistance as contemplated in sections 44 and/or 45 of the Companies Act.


Johannesburg
9 October 2020
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 09-10-2020 04:15:00
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