STELLAR CAPITAL PARTNERS LIMITED - Report on proceedings at the general meeting

Report on proceedings at the general meeting

STELLAR CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/015580/06)
Share code: SCP
ISIN: ZAE000198586
("Stellar Capital")

REPORT ON PROCEEDINGS AT THE GENERAL MEETING

1. Introduction

  Unless otherwise indicated, capitalised words and terms contained in this announcement
  shall bear the same meanings ascribed thereto in the Circular dated 29 September 2021.

2. Results of the General Meeting

2.1     Shareholders are advised that, pursuant to the General Meeting held today, 29 October
        2021, all the resolutions as contained in the Notice of General Meeting which formed
        part of the Circular, were passed by the requisite majority of Stellar Capital
        Shareholders entitled to vote thereat. The results of the General Meeting are set out
        in paragraph 2.2 below.

2.1.1       The total number of Stellar Capital Shares in issue as at the date of the General
            Meeting is 912 616 841, of which 570 678 666 were Scheme Shares which were entitled
            to vote.

2.1.2       The total number of Scheme Shares that were present in person/represented by proxy
            and entitled to vote was 475,677,482, being 52.1% of the total number of Shares
            in issue (and being 83.4% of the total number of Scheme Shares which were entitled
            to vote).

2.1.3       The total number of Scheme Shares voted at the General Meeting was 475,039,857,
            representing 52.05% of the total number of Shares in issue (and being 83.24% of
            the Scheme Shares which were entitled to vote).

2.2 The results of voting on the Resolutions proposed at the General Meeting are set out
below:

Resolutions                      Votes cast          Number of      Shares       Shares
                                 disclosed as a      shares voted   voted        abstained
                                 percentage in                      disclosed    disclosed as a
                                 relation to the                    as a         percentage in
                                 total number of                    percentage   relation to
                                 shares voted at                    in           the total
                                 the General                        relation     issued Shares
                                 Meeting                            to the
                                                                    total
                                                                    issued
                                                                    Shares
                                 For       Against
Special Resolution Number 1–     93.20%    6.80%     475,039,857    52.05%       0.07%
Approval of the Scheme
Special Resolution Number 2 –    93.20%    6.80%     475,039,857    52.05%       0.07%
Revocation of special
resolution number 1 if the
Scheme lapses and is not
continued
Ordinary Resolution Number 1 –   92.98%    7.02%     459,689,518    50.37%       1.75%
Approval of Delisting

3. Scheme Conditions

  Stellar Capital Shareholders holding 30,461,529 shares have given notice objecting to
  the Scheme as contemplated in section 164 of the Companies Act.

  Shareholders should note that the implementation of the Scheme remains subject to the
  fulfilment or waiver (as the case may be) of a number of Scheme Conditions by the dates
  set out in the Circular.

  An announcement will be released on SENS as soon as possible after the fulfilment or
  waiver (as the case may be) of all the outstanding Scheme Conditions or any non-fulfilment
  of any Scheme Condition which causes the Scheme to lapse.

4. Responsibility statement

  The Independent Board and the Stellar Capital Board, individually and collectively,
  accept full responsibility for the accuracy of the information contained in this
  announcement and certify that, to the best of their knowledge and belief, such information
  is true and this announcement does not omit any facts that would make any of the
  information false or misleading or would be likely to affect the importance of any
  information contained in this announcement.

  The Independent Board and the Stellar Capital Board have made all reasonable enquiries
  to ascertain that no facts have been omitted and this announcement contains all
  information required by law, the Companies Act and the JSE Listings Requirements.

  Cape Town
  29 October 2021

  Sponsor
  RAND MERCHANT BANK (A division of FirstRand Bank Limited)

  Legal advisor
  Cliffe Dekker Hofmeyr

Date: 29-10-2021 12:00:00
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