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STEFANUTTI STOCKS HOLDINGS LIMITED - Results of Annual General Meeting and notice to shareholders in terms of section 45 of the Companies Act

Release Date: 05/08/2022 16:25
Code(s): SSK     PDF:  
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Results of Annual General Meeting and notice to shareholders in terms of section 45 of the Companies Act

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 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 entirely by electronic
communication on Friday, 5 August 2022, all the ordinary and special resolutions as set out in the notice of
AGM, were approved by the requisite majority of shareholders.


The number of Stefanutti Stocks ordinary shares represented at the AGM was 86 320 807 representing
45.89% of the total ordinary issued share capital of Stefanutti Stocks or 51.61% of the total voteable ordinary
shares at the AGM.


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 2022, including the directors’ report and the report of the Audit, Governance and Risk
 Committee and the Social and Ethics Committee


  FOR                      AGAINST                  ABSTAIN                  SHARES VOTED

             84 811 375                     2 531               1 506 901               84 813 906

               100.00%                     0.00%                    0.80%                   45.09%
Ordinary resolution number 2 – To re-elect ZJ Matlala as a director of the Company


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED

            84 771 375                   2 531               1 546 901               84 773 906

              100.00%                    0.00%                   0.82%                  45.07%




Ordinary resolution number 3 – To re-elect HJ Craig as a director of the Company


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED

            84 811 375                   2 531               1 506 901               84 813 906

              100.00%                    0.00%                   0.80%                  45.09%



Ordinary resolution number 4 – To re-appoint the auditors and the audit partner


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED

            84 811 375                    2 531               1 506 901              84 813 906

              100.00%                    0.00%                   0.80%                  45.09%



Ordinary resolution number 5 – To appoint B Harie as a member of the Audit, Governance and Risk
Committee


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


            84 811 375                   2 531               1 506 901               84 813 906


              100.00%                    0.00%                   0.80%                  45.09%
Ordinary resolution number 6 – To appoint BP Silwanyana as a member of the Audit, Governance
and Risk Committee


 FOR                     AGAINST                ABSTAIN                SHARES VOTED


            84 811 375                  2 531              1 506 901             84 813 906


              100.00%                  0.00%                  0.80%                  45.09%



Ordinary resolution number 7 – To appoint JM Poluta as a member of the Audit, Governance and Risk
Committee


 FOR                     AGAINST                ABSTAIN                SHARES VOTED


            84 811 375                  2 531              1 506 901             84 813 906


              100.00%                  0.00%                  0.80%                  45.09%



Ordinary resolution number 8 – To approve the Company’s remuneration policy


 FOR                     AGAINST                ABSTAIN                SHARES VOTED


            79 836 376             1 077 780               5 406 651             80 914 156


               98.67%                  1.33%                  2.87%                  43.02%



Ordinary resolution number 9 – To approve the Company’s remuneration implementation report


 FOR                     AGAINST                ABSTAIN                SHARES VOTED


            80 835 376                 77 780              5 407 651             80 913 156


               99.90%                  0.10%                  2.88%                  43.02%
Ordinary resolution number 10 – Authority for signature of documentation


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


           84 770 375                    2 531              1 547 901             84 772 906


             100.00%                    0.00%                   0.82%                 45.07%




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


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


           80 885 127                  18 029               5 417 651             80 903 156


               99.98%                   0.02%                   2.88%                 43.02%



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


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


           80 885 127                  18 029               5 417 651             80 903 156


               99.98%                   0.02%                   2.88%                 43.02%



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


 FOR                     AGAINST                 ABSTAIN                   SHARES VOTED


           80 885 127                  18 029               5 417 651             80 903 156


               99.98%                   0.02%                   2.88%                 43.02%



Special resolution number 1.4 – Approval of non-executive directors’ fees – Audit, Governance and
Risk Committee Member
 FOR                   AGAINST                ABSTAIN               SHARES VOTED


          80 825 127                 78 029             5 417 651             80 903 156


              99.90%                 0.10%                  2.88%                43.02%



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


 FOR                   AGAINST                ABSTAIN               SHARES VOTED


          80 885 127                 18 029             5 417 651             80 903 156


              99.98%                 0.02%                  2.88%                43.02%



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


 FOR                   AGAINST                ABSTAIN               SHARES VOTED


          80 825 127                 78 029             5 417 651             80 903 156


              99.90%                 0.10%                  2.88%                43.02%



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


 FOR                   AGAINST                ABSTAIN               SHARES VOTED


          80 885 127                 68 029             5 367 651             80 953 156


              99.92%                 0.08%                  2.85%                43.04%
Special resolution number 1.8 – Approval of non-executive directors’ fees – Social and Ethics
Committee Member


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           80 825 127                  128 029                5 367 651              80 953 156


               99.84%                    0.16%                   2.85%                   43.04%



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


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           80 885 127                   18 029                5 417 651              80 903 156


               99.98%                    0.02%                   2.88%                   43.02%



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


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           80 825 127                   78 029                5 417 651              80 903 156


               99.90%                    0.10%                   2.88%                   43.02%



Special resolution number 1.11 – Approval of non-executive directors’ fees – Directors’ hourly rate


 FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


           80 825 127                   78 029                5 417 651              80 903 156


               99.90%                    0.10%                   2.88%                   43.02%
 Special resolution number 1.12 – Approval of non-executive directors’ fees – Specific project fees


  FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


            80 825 127                   78 029               5 417 651               80 903 156


                99.90%                    0.10%                   2.88%                  43.02%



 Special resolution number 2 – To approve financial assistance


  FOR                     AGAINST                  ABSTAIN                 SHARES VOTED


            79 911 376                1 002 780               5 406 651               80 914 156


                98.76%                    1.24%                   2.87%                  43.02%



 Special resolution number 3 – General authority to repurchase Company shares


  FOR                     AGAINST                 ABSTAIN                  SHARES VOTED


            85 101 375                1 002 531                  216 901             86 103 906


                98.84%                   1.16%                    0.12%                  45.78%




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 5 August 2022, 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
5 August 2022
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 05-08-2022 04:25:00
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