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Results of Annual General Meeting, changes to the Board and Committees and details of engagement with Shareholders
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 AND COMMITTEES AND
DETAILS OF ENGAGEMENT WITH SHAREHOLDERS
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are notified that at the Company’s Annual General Meeting (“AGM”) held today, Monday, 12
August 2019, 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 110 467 439, representing
59% of the total ordinary issued share capital of the same class of Stefanutti Stocks shares or 66% 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 2019, including the directors’ report and the report of the Audit, Governance and Risk
Committee
FOR AGAINST ABSTAIN SHARES VOTED
110 399 390 4 900 63 149 110 404 290
100.00% 0.00% 0.04% 65.79%
Ordinary resolution number 2 – To re-elect ZJ Matlala as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
104 893 983 5 139 447 434 009 110 033 430
95.33% 4.67% 0.26% 65.57%
Ordinary resolution number 3 – To re-appoint the auditors
FOR AGAINST ABSTAIN SHARES VOTED
102 542 079 7 867 711 57 649 110 409 790
92.87% 7.13% 0.03% 65.79%
Ordinary resolution number 4 – To appoint DG Quinn as a member of the Audit, Governance and Risk
Committee
FOR AGAINST ABSTAIN SHARES VOTED
99 203 979 11 183 702 79 758 110 387 681
89.87% 10.13% 0.05% 65.78%
Ordinary resolution number 5 – To appoint B Harie as a member of the Audit, Governance and Risk
Committee
FOR AGAINST ABSTAIN SHARES VOTED
110 028 281 4 900 434 258 110 033 181
100.00% 0.00% 0.26% 65.57%
Ordinary resolution number 6 – To appoint BP Silwanyana as a member of the Audit, Governance and
Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
110 022 031 11 399 434 009 110 033 430
99.99% 0.01% 0.26% 65.57%
Ordinary resolution number 7 – To appoint J Poluta as a member of the Audit, Governance and Risk
Committee
FOR AGAINST ABSTAIN SHARES VOTED
110 022 781 5 149 439 509 110 027 930
100.00% 0.00% 0.26% 65.56%
Ordinary resolution number 8 – To approve the Company’s remuneration policy
FOR AGAINST ABSTAIN SHARES VOTED
80 404 577 29 644 713 418 149 110 049 290
73.06% 26.94% 0.25% 65.58%
Ordinary resolution number 9 – To approve the Company’s remuneration implementation report
FOR AGAINST ABSTAIN SHARES VOTED
81 850 621 28 193 169 423 649 110 043 790
74.38% 25.62% 0.25% 65.57%
Special resolution number 1.1 – Approval of non-executive directors’ fees – Board Chairman
FOR AGAINST ABSTAIN SHARES VOTED
104 872 733 5 171 957 422 749 110 044 690
95.30% 4.70% 0.25% 65.57%
Special resolution number 1.2 – Approval of non-executive directors’ fees – Board Member
FOR AGAINST ABSTAIN SHARES VOTED
102 144 220 7 900 470 422 749 110 044 690
92.82% 7.18% 0.25% 65.57%
Special resolution number 1.3 – Approval of non-executive directors’ fees – Audit, Governance and
Risk Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
102 144 220 7 905 970 417 249 110 050 190
92.82% 7.18% 0.25% 65.58%
Special resolution number 1.4 – Approval of non-executive directors’ fees – Audit, Governance and
Risk Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
102 149 720 7 900 470 417 249 110 050 190
92.82% 7.18% 0.25% 65.58%
Special resolution number 1.5 – Approval of non-executive directors’ fees – Remuneration and
Nominations Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
102 149 720 7 900 470 417 249 110 050 190
92.82% 7.18% 0.25% 65.58%
Special resolution number 1.6 – Approval of non-executive directors’ fees – Remuneration and
Nominations Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
102 149 720 7 900 470 417 249 110 050 190
92.82% 7.18% 0.25% 65.58%
Special resolution number 1.7 – Approval of non-executive directors’ fees – Social and Ethics
Committee Chairman
FOR AGAINST ABSTAIN SHARES VOTED
110 012 531 87 659 367 249 110 100 190
99.92% 0.08% 0.22% 65.61%
Special resolution number 1.8 – Approval of non-executive directors’ fees – Social and Ethics
Committee Member
FOR AGAINST ABSTAIN SHARES VOTED
110 027 531 72 659 367 249 110 100 190
99.93% 0.07% 0.22% 65.61%
Special resolution number 1.9 – Approval of non-executive directors’ fees – Chairman of any other
committee to be formed
FOR AGAINST ABSTAIN SHARES VOTED
109 988 031 61 659 417 749 110 049 690
99.94% 0.06% 0.25% 65.58%
Special resolution number 1.10 – Approval of non-executive directors’ fees – Member of any other
committee to be formed
FOR AGAINST ABSTAIN SHARES VOTED
110 003 031 46 659 417 749 110 049 690
99.96% 0.04% 0.25% 65.58%
Special resolution number 1.11 – Approval of non-executive directors’ fees – Hourly rate
FOR AGAINST ABSTAIN SHARES VOTED
109 982 531 67 159 417 749 110 049 690
99.94% 0.06% 0.25% 65.58%
Special resolution number 1.12 – Approval of non-executive directors’ fees – Specific project fees
FOR AGAINST ABSTAIN SHARES VOTED
98 803 729 11 245 961 417 749 110 049 690
89.78% 10.22% 0.25% 65.58%
Special resolution number 2 – General authority to repurchase Company shares
FOR AGAINST ABSTAIN SHARES VOTED
110 382 781 21 509 63 149 110 404 290
99.98% 0.02% 0.04% 65.79%
BOARD / COMMITTEE CHANGES
Shareholders are advised of the following changes to the Board of Directors and Committees with effect
from 12 August 2019.
Board of Directors
1. Mr Willie Meyburgh and Mr Kevin Eborall retired as directors of the Company and as CEO and Board
Chairman respectively.
2. Mr Russell Crawford was appointed as a director of the Company and as CEO.
3. Ms Zanele Matlala was appointed as Board Chairman of the Company.
Committees of the Board
1. Remuneration Committee (Remco) and Nominations Committee (Nomco)
(a) Mr Kevin Eborall retired as a member of Remco and as Chairman of Nomco.
(b) Ms Zanele Matlala was appointed as a member of Remco and Chairman of Nomco.
2. Social and Ethics Committee
(a) Mr Willie Meyburgh retired as a member of the Social and Ethics Committee.
(b) Mr Russell Crawford was appointed as a member of the Social and Ethics Committee.
3. Audit, Governance and Risk Committee (ARCO)
(a) Ms Zanele Matlala resigned as Chairman and a member of ARCO.
(b) Mr Dermot Quinn was appointed as Chairman of ARCO and as a member of ARCO (the latter
was approved by shareholders).
The Board thanks Kevin and Willie for their contributions as Board Chairman and CEO respectively. At the
same time, the Board welcomes the newly appointed Board Chairman, Zanele Matlala, and CEO Russell
Crawford, and looks forward to their insights and contributions.
ENGAGEMENT WITH SHAREHOLDERS
Ordinary resolution number 8 (approval of the Company’s remuneration policy) received 73.06% votes in
favour and ordinary resolution number 9 (approval of the Company’s remuneration policy implementation
report) received 74.38% in favour.
As a result of more than 25% of the votes cast against ordinary resolution number 8 and number 9, in
accordance with the King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k)
of the Listings Requirements of the JSE Limited, Stefanutti Stocks invites the shareholders who voted against
ordinary resolution number 8 and number 9 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 Monday,
26 August 2019.
Johannesburg
12 August 2019
Sponsor: Bridge Capital Advisors Proprietary Limited
Date: 12/08/2019 04:50:00
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