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Results of Annual General Meeting and Changes to the Board of Directors
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 CHANGES TO THE BOARD OF DIRECTORS
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are notified that at the Company’s Annual General Meeting (“AGM”) held on Friday, 1
September 2017, all the ordinary and special resolutions as set out in the notice of AGM, were approved by
the requisite majority of shareholders present or represented by proxy.
The number of Stefanutti Stocks ordinary shares voted in person or by proxy was 145 100 314, representing
77.15% of the total ordinary issued share capital of the same class of Stefanutti Stocks shares.
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 2017
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 2 – To re-elect ME Mkwanazi as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 3 – To re-appoint the auditors
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 4 – To appoint ZJ Matlala as a member of the Audit, Governance and
Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 5 – To appoint HJ Craig as a member of the Audit, Governance and
Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 6 – To appoint ME Mkwanazi as a member of the Audit, Governance
and Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 7 – To appoint J Poluta as a member of the Audit, Governance and Risk
Committee
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Ordinary resolution number 8 – To approve the Company’s remuneration policy
FOR AGAINST ABSTAIN SHARES VOTED
77.11% 22.89% 0.01% 77.15%
Special resolution number 1.1 – Approval of non-executive directors fees – Board Chairman
FOR AGAINST ABSTAIN SHARES VOTED
98.87% 1.13% 0.01% 77.15%
Special resolution number 1.2 – Approval of non-executive directors fees – Board Member
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.3 – Approval of non-executive directors fees – Audit, Governance and
Risk Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.4 – Approval of non-executive directors fees – Audit, Governance and
Risk Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.5 – Approval of non-executive directors fees – Remuneration and
Nominations Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.6 – Approval of non-executive directors fees – Remuneration and
Nominations Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.7 – Approval of non-executive directors fees – Social and Ethics
Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.8 – Approval of non-executive directors fees – Social and Ethics
Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.9 – Approval of non-executive directors fees – Chairman of any other
committee to be formed
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.10 – Approval of non-executive directors fees – Member of any other
committee to be formed
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 1.11 – Approval of non-executive directors fees – Extraordinary services
FOR AGAINST ABSTAIN SHARES VOTED
75.13% 24.87% 0.01% 77.15%
Special resolution number 2 – To approve financial assistance
FOR AGAINST ABSTAIN SHARES VOTED
99.99% 0.01% 0.01% 77.15%
Special resolution number 3 – General authority to repurchase Company shares
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
Special resolution number 4 – Amendments to the Company’s Memorandum of Incorporation
FOR AGAINST ABSTAIN SHARES VOTED
100.00% 0.00% 0.01% 77.15%
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 1 September 2017, 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.
CHANGES TO THE BOARD OF DIRECTORS
In accordance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are
advised that Ms Nomhle Canca and Mr Bridgman Sithole and his alternate Mr Joseph Fizelle, retired by
rotation at this Annual General Meeting, and did not offer themselves for re-election.
Ms Canca, Mr Sithole and Mr Fizelle served on the Board since their original appointment in July 2007.
The Chairman and the Board expresses their appreciation to these directors for their valued contributions
and guidance over the past ten years, and wishes them all the best for the future.
Shareholders are further advised that Mr John Poluta has been appointed as an alternate director to Mr
Mafika Mkwanazi and as a member of the Company’s Audit, Governance and Risk Committee. Mr Poluta,
aged 46, is an Executive Director of Mowana Investments, an empowered private equity investment
company that he co-founded in 2005. Prior to starting Mowana Investments, Mr Poluta was employed as an
investment analyst with two leading stockbroking firms. His responsibilities included the writing and
production of research reports including detailed financial analyses and valuations and the marketing of this
research to financial institutions and pension funds globally. Mr Poluta is a qualified chartered accountant
and started his career at Deloitte in Johannesburg in 1995.
Johannesburg
1 September 2017
Sponsor: Bridge Capital Advisors Proprietary Limited
Date: 01/09/2017 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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