Page 108 - Stellar IAR2015

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)Explanatory note for Ordinary Resolution Number 12In terms of the MOI, read with the JSE Listings Requirements, the shareholders may authorise the directors to allot and issue the authorised but unissued shares in the share capital of the Company for cash as the directors in their discretion deem t, subject to the above limitations.13 ORDINARY RESOLUTION NUMBER 13 – Remuneration Policy“RESOLVED THAT the shareholders endorse, by way of a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board committees for their services as directors and members of committees).”For details of the remuneration policy – refer to page 30 of this Annual Report.Explanatory note for Ordinary Resolution Number 13Chapter 2 of King III dealing with boards and directors requires companies to every year table their remuneration policy to share- holders for a non-binding advisory vote at the AGM. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.This ordinary resolution is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However the board will take the outcome of the vote into consideration when considering the Company’s remuneration policy.14 ORDINARY RESOLUTION NUMBER 14 – Amendment to the Investment Policy“RESOLVED THAT the shareholders endorse, the Company’s proposed amendments to the investment policy and that this policy is hereby amended and approved.”For details of the amendments to the investment policy – refer to page 8 of this Annual Report.Explanatory note for Ordinary Resolution Number 14In terms of the circular dated 15 December 2014 (“Circular”) and the shareholders meeting held on 16 January 2015, the Company undertook to present its comprehensive investment policy to its shareholders at the AGM. Subsequent to the disclosure made in the Circular in respect of the investment policy, additions to the investment policy are being proposed such that the investment focus areas are elaborated, sectors and geographies of primary interest are de ned, criteria for investment and divestment are outlined, measurable growth targets are set and categorisation and shareholder approvals are communicated. This resolutionenables shareholders to vote on the proposed amendments to the investment policy as set out on pages 8 to 10 of this Annual Report, and permits the Company to adopt and implement the amended investment policy.15 ORDINARY RESOLUTION NUMBER 15 – Renewal of Management Agreement“RESOLVED THAT the management agreement between the Company and Thunder Securitisation (Pty) Ltd (“Manco”) not be cancelled, and accordingly be renewed, until the next annual general meeting of the Company, on the basis that if this ordinary resolution is not adopted by a majority of votes exercised by shareholders on the resolution, the cancellation resolution contemplated in clause 4.3 of the management agreement will be deemed to have been adopted, and the Company shall become entitled to terminate the management agreement on 3 months’ notice to Manco, and if cancelled by the Company, the termination fee contemplated in clause 12 of the management agreement shall become payable by the Company.”Explanatory note for Ordinary Resolution Number 15The terms of the management agreement and the amendments thereto entered into between the Company and Manco were ap- proved by shareholders on 16 January 2015 and 19 November 2015 respectively. The e ect of ordinary resolution number 15, if approved, is that the management agreement will be renewed until the Company’s next annual general meeting.16 ORDINARY RESOLUTION NUMBER 16 – Authority to Act“RESOLVED THAT that any one director of the Company and/ or the Company Secretary of the Company be and is hereby authorised to do all such things and sign all such documents as deemed necessary for or incidental to the implementation of the ordinary and special resolutions as set out in this notice convening the AGM at which these resolutions will be considered and which are passed by the shareholders in accordance with and subject to the terms thereof.”Explanatory note for Ordinary Resolution Number 16To ensure that the resolutions adopted by shareholders at the AGM are duly implemented through the delegation of powers provided for in terms of the MOI.17 SPECIAL RESOLUTION NUMBER 1 – General Authority to Repurchase Shares“RESOLVED THAT, subject to the approval of 75% of the members present in person and by proxy, and entitled to vote at the meeting, the Company and/or any subsidiary of the Compa- ny is hereby authorised, by way of a general authority, from time to time, to acquire ordinary shares in the share capital of the104 | STELLAR CAPITAL PARTNERS