Page 111 - Stellar IAR2015

assistance to group companies, directors, prescribed o cers or a related or inter-related company, when the need arises, in accordance with the provisions of Sections 45 of the Act. The e ect of special resolution number 3 is that the Company will have the necessary authority, as and when required.20 SPECIAL RESOLUTION NUMBER 4 – Generalauthority to provide nancial assistance for the subscription of securities“RESOLVED THAT, the board of directors of the Company may, subject to compliance with the requirements of the MOI and the Act, each as presently constituted and as amended from time to time, authorise the Company in terms of section 44(3)(a)(ii) of the Act, for a period of 2 (two) years from the date of adoption of the special resolution and subject to compliance with the remainder of section 44 of the Act, to provide nancial assistance to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or inter-related company, on the terms and conditions, to the recipient/s, in the form, nature and extent, and for the amounts that the board of directors of the Company, in its discretion, may determine from time to time.”Explanatory note for Special Resolution Number 4The reason for and e ect of the special resolution, if adopted, will be to confer authority on the board of directors of the Company to authorise nancial assistance to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company or corporation, or for the purchase of any securities of the Company or a related or inter-related company or corporation generally as the board of directors of the Company may deem t, on the terms and conditions, and for the amounts that the board of directors may determine from time to time, for a period of 2 (two) years from the date of adoption of the special resolution, and in particular as speci ed in this special resolution.RECORD DATESThe posting record date, being the date that shareholders must have been recorded in the register to be eligible to receive this notice of AGM, is Friday, 29 April 2016. The last day to trade in order to be eligible to vote at the AGM is Friday, 20 May 2016.The Voting Record Date, being the date that shareholders must be recorded in the register to be eligible to speak and vote at the AGM, is Friday, 27 May 2016.VOTING AND PROXIESSection 63(1) of the Act requires that meeting participants provide satisfactory identi cation. Accordingly, meeting participants willbe required to provide proof of identi cation to the reasonable satisfaction of the chairman of the AGM and must according- ly bring a copy of their identity document, passport or drivers’ license to the AGM. If in doubt as to whether any document will be regarded as satisfactory proof of identi cation, meeting participants should contact the Transfer Secretaries for guidance.A shareholder entitled to attend, speak and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote in his stead. A proxy need not be a shareholder of Stellar Capital. For the convenience of certi cated shareholders and dematerialised shareholders with “own name” registration, a form of proxy is attached hereto. Completion of a form of proxy will not preclude such shareholder from attending and voting (in preference to that shareholder’s proxy) at the AGM.Duly completed forms of proxy and the authority (if any) under which it is signed must reach the Transfer Secretaries at the address given below by not later than 10:00 on Wednesday, 1 June 2016.Dematerialised shareholders without “own name” registration who wish to attend the AGM in person should request their CSDP or stockbroker to provide them with the necessary Letter of Representation in terms of their custody agreement with their CSDP or stockbroker. Dematerialised shareholders without “own name” registration who do not wish to attend but wish to be represented at the AGM must advise their CSDP or stockbroker of their voting instructions. Dematerialised shareholders without “own name” registration should contact their CSDP or stockbroker with regard to the cut-o time for their voting instructions.By order of the BoardSTELLAR CAPITAL PARTNERS LIMITEDCE PettitChief Executive O cer 5 May 2016Registered O ceThird Floor, The Terraces 25 Protea Road, Claremont, Cape Town, 7708Transfer SecretariesComputershare Investor Services Proprietary Limited 70 Marshall StreetJohannesburg, 2001STELLAR CAPITAL PARTNERS | 107