STEFANUTTI STOCKS HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 08/08/2018 17:00
Code(s): SSK
 
Wrap Text
Results of Annual General Meeting

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

RESULTS OF ANNUAL GENERAL MEETING, CHANGES TO THE BOARD OF DIRECTORS, DETAILS
OF ENGAGEMENT WITH SHAREHOLDERS 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 on Wednesday,
8 August 2018, 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 present in person or by proxy was 118 325 885,
representing 62,9% of the total ordinary issued share capital of the same class of Stefanutti Stocks shares or
70,6% of the total voteable ordinary shares at the annual general meeting.

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 2018

 FOR                     AGAINST                  ABSTAIN                    SHARES VOTED

 100.00%                 0.00%                    0.00%                      70.64%


Ordinary resolution number 2 – To re-elect HJ Craig as a director of the Company

 FOR                     AGAINST                  ABSTAIN                    SHARES VOTED

 100.00%                 0.00%                    0.05%                      70.59%

Ordinary resolution number 3 – To re-elect DG Quinn as a director of the Company

 FOR                     AGAINST                 ABSTAIN                SHARES VOTED

 99.93%                  0.07%                   0.05%                  70.59%

Ordinary resolution number 4 – To re-elect KR Eborall as a director of the Company

 FOR                     AGAINST                 ABSTAIN                SHARES VOTED

 100.00%                 0.00%                   0.05%                  70.59%

Ordinary resolution number 5 – To appoint B Harie as a director of the Company

 FOR                     AGAINST                 ABSTAIN                SHARES VOTED

 100.00%                 0.00%                   0.05%                  70.59%

Ordinary resolution number 6 – To appoint BP Silwanyana as a director of the Company

 FOR                     AGAINST                 ABSTAIN                SHARES VOTED

 100.00%                 0.00%                   0.05%                  70.59%

Ordinary resolution number 7 – To re-appoint the auditors

 FOR                     AGAINST                 ABSTAIN                 SHARES VOTED

 99.92%                  0.08%                   8.11%                   62.53%

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

 FOR                     AGAINST                 ABSTAIN                SHARES VOTED

 100.00%                0.00%                  0.05%                  70.59%

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

 FOR                    AGAINST                ABSTAIN                SHARES VOTED

 100.00%                0.00%                  0.05%                  70.59%

Ordinary resolution number 10 – To appoint BP Silwanyana as a member of the Audit, Governance
and Risk Committee

 FOR                    AGAINST                ABSTAIN               SHARES VOTED

 100.00%                0.00%                  0.05%                 70.59%

Ordinary resolution number 11 – To appoint J Poluta as a member of the Audit, Governance and
Risk Committee

 FOR                    AGAINST                ABSTAIN                SHARES VOTED

 100.00%                0.00%                  0.05%                  70.59%

Ordinary resolution number 12 – To approve the Company’s remuneration policy

 FOR                    AGAINST                ABSTAIN                SHARES VOTED

 74.08%                 25.92%                 0.05%                  70.59%

Ordinary resolution number 13 – To approve the Company’s remuneration implementation report

 FOR                    AGAINST                ABSTAIN                SHARES VOTED

 80.94%                 19.06%                  0.05%                  70.59%

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

 FOR                    AGAINST                 ABSTAIN                SHARES VOTED

 92.00%                 8.00%                   9.47%                  61.17%

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

 FOR                    AGAINST                 ABSTAIN                SHARES VOTED

 93.01%                 6.99%                   1.40%                  69.26%

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

 FOR                    AGAINST                 ABSTAIN                SHARES VOTED

 93.01%                 6.99%                   1.40%                  69.24%

Special resolution number 1.4 – Approval of non-executive directors fees – Audit, Governance and
Risk Committee Member

 FOR                    AGAINST                 ABSTAIN                SHARES VOTED

 93.01%                 6.99%                   1.40%                  69.24%

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

 FOR                    AGAINST                 ABSTAIN                SHARES VOTED

 93.01%                  6.99%                 1.40%                  69.24%

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

 FOR                     AGAINST               ABSTAIN                SHARES VOTED

 93.01%                  6.99%                 1.40%                  69.24%

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

 FOR                     AGAINST               ABSTAIN                SHARES VOTED

 93.01%                  6.99%                 1.40%                  69.24%

Special resolution number 1.8 – Approval of non-executive directors fees – Social and Ethics
Committee Member

 FOR                     AGAINST               ABSTAIN                SHARES VOTED

 93.01%                  6.99%                 1.40%                  69.24%

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

 FOR                     AGAINST               ABSTAIN                SHARES VOTED

 93.01%                  6.99%                 1.40%                  69.24%

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

 FOR                       AGAINST               ABSTAIN                  SHARES VOTED

 93.01%                    6.99%                 1.40%                    69.24%

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

 FOR                       AGAINST               ABSTAIN                  SHARES VOTED

 100.00%                   0.00%                 1.40%                    69.24%

Special resolution number 1.12 – Approval of non-executive directors fees – Specific project fees

 FOR                       AGAINST               ABSTAIN                  SHARES VOTED

 97.75%                    2.25%                 8.11%                    62.53%

Special resolution number 2 – To approve financial assistance

 FOR                       AGAINST               ABSTAIN                  SHARES VOTED

 98.08%                    1.92%                 0.05%                    70.59%

Special resolution number 3 – General authority to repurchase Company shares

 FOR                       AGAINST               ABSTAIN                 SHARES VOTED

 98.31%                    1.69%                 0.05%                   70.59%

CHANGES TO THE BOARD OF DIRECTORS

In accordance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are
advised that Mr Mafika Mkwanazi retired by rotation at this Annual General Meeting, and did not offer
himself for re-election.

Mr Mkwanazi served on the Board since 2015.

The Chairman and the Board expresses their appreciation to Mr Mkwanazi for his valued contributions and
guidance over the years, and wishes him all the best for the future.

ENGAGEMENT WITH SHAREHOLDERS

Ordinary resolution number 12 (approval of the Company’s remuneration policy) received 74,08% votes in
favour and ordinary resolution number 13 (approval of the Company’s remuneration policy implementation
report) received 80,94% in favour.

As a result of more than 25% of the votes cast against ordinary resolution number 12, in accordance with the
King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the Listings
Requirements, Stefanutti Stocks invites the shareholders who voted against ordinary resolution number 12
to engage with the Company regarding their views on Stefanutti Stocks remuneration policy. Shareholders
may forward their concerns / questions regarding Stefanutti Stocks remuneration policy to the Company via
email at holdings@stefstocks.com by close of business on Wednesday, 22 August 2018.

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 8 August 2018, 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
8 August 2018
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 08/08/2018 05:00:00 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.

Email this JSE Sens Item to a Friend.

Share This Story