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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').
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