Page 110 - Stellar IAR2015

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)• the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes; and• the working capital of the Company and the Group will be adequate for ordinary business purposesIn addition to the below, the JSE Listings Requirements require, in terms of section 11.26, the following disclosures, which appear in this Annual Report:• Major shareholders – refer to pages 44 and 45 of this AnnualReport.• Share capital of the Company – refer to pages 77 and 78 of thisAnnual Report.Directors’ Responsibility StatementThe directors, whose names appear on pages 22 to 24 of this Annual Report, collectively and individually accept full responsibil- ity for the accuracy of the information pertaining to this special resolution number 1 and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statements false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this special resolution number 1 contains all information required by law and the JSE Listings Requirements.Material ChangesOther than the facts and developments reported on in this Annual Report, there have been no material changes in the nancial or trading position of the Company and its subsidiaries since the date of signature of the audit report and up to the date of the notice of AGM.The directors have no speci c intention, at present, for the Company or its subsidiaries to acquire any of the Company’s shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year, which is in the best interests of the Company and its sharehold- ers. The directors are of the opinion that it would be in the best interests of the Company to extend such general authority and thereby allow the Company or any of its subsidiaries to be in a position to acquire the shares issued by the Company through the order book of the JSE, should the market conditions, tax dispensation and price justify such an action.18 SPECIAL RESOLUTION NUMBER 2 – Non-Executive Directors’ Remuneration“RESOLVED THAT, in terms of Section 66 (9) of the Act, share- holders approve, by way of a special resolution, the remuneration of directors for their services as directors, as set out below.”The following annual fees are proposed for the period commencing 1 December 2015, until the next AGM:Board of Directors:Annual feeAudit and Risk Committee:Annual feeRemuneration Committee:Annual feeNomination Committee:Annual feeSocial and Ethics Committee:Annual feeChairmanR325 000 R100 000 R100 000R50 000R25 000MemberR300 000 R75 000 R100 000 R50 000 R25 000106 | STELLAR CAPITAL PARTNERSThe Group pays for all travel and accommodation expenses incurred by directors to attend Board and Committee meetings, as well as visits to Group sites and businesses.Explanatory note for Special Resolution Number 2In terms of sections 66(8) and (9) of the Act, the remuneration of directors for their services as directors is to be approved by shareholders by way of a special resolution.19 SPECIAL RESOLUTION NUMBER 3 – General authority to enter into funding agreements, provide loans and other nancial assistance“RESOLVED THAT the board of directors of the Company may, subject to compliance with the requirements of the MOI and section 45 of the Act , each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect nancial assistance by way of loans, guarantees, the provision of security or otherwise, and the Company be and is hereby granted a general approval authorising the Company and or any one or more of and/or its subsidiaries incorporated in the Republic to, for a period of 2 (two) years from the date of adoption of the special resolution, enter into direct or indirect funding agreements guarantee a loan or other obligations, secure any debt or obligation, or to provide loans or nancial assistance between any one or more of the subsidiaries directors, prescribed o cers or a related or inter-related company from time to time, subject to the provisions of the JSE Listings Requirements, for the purpose of entering into funding agreements and otherwise as the directors in their discretion deem t.”Explanatory note for Special Resolution Number 3The reason for special resolution number 3 is to obtain approval from the shareholders to enable the Company to provide nancial