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 Date: 05/10/2015 01:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.