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) Share code: SCP ISIN: ZAE000198586 ("Stellar Capital") SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT Notice is hereby given in accordance with section 45(5) of the Companies Act, 71 of 2008 ("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 3 June 2016, 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. Cape Town 28 September 2016 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 28/09/2016 01:00:00 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.