Page 14 - Stellar IAR2015

OUR BUSINESS ANDINVESTMENT STRATEGY (CONTINUED)6. Shareholder approvals6.1. Shareholder approval by way of ordinary resolution will be required for all Category 1 Transactions entered into with non- related parties to the extent that the Transactions fall out of the provisions of this Investment Policy.6.2. In respect of Transactions with related parties, shareholder approval will be obtained in accordance with the thresholds for such approvals contained in the JSE Listings Requirements.6.3. Shareholder approval will not be required for non-related party Transactions of any size to the extent such Transactions fall within the approved Investment Policy.6.4. Shareholder approval will not be required for Transactions triggered by the enforcement of provisions in sale and/or shareholders agreements entered into between Stellar Capital and other investee shareholders:6.4.1. where such Transactions are pre-approved by Stellar Capital shareholders upon initial acquisition of suchinvestments; or6.4.2. where no shareholder approval is required in respect of the Transactions in accordance with paragraph 6.3 but wherethe terms of such shareholder’s agreements have been advised to Stellar Capital shareholders despite shareholder approval not being required.It is intended that this pre-approval will relate to come along, go along, pre-emptive, put and call provisions that may be contained in agreements between Stellar Capital and other investors in investee companies.The approvals may be obtained at the time of the original Transactions or subsequently.6.5. Notwithstanding the aforementioned, the JSE Listings Requirements for shareholder approvals and communications will apply if any Transaction is categorised as a reverse take-over in terms of the JSE Listings Requirements.7. Communication of Investment Transactions7.1. All Transactions concluded in accordance with this Investment Policy will be regarded as being in the ordinary course of business unless circumstances dictate otherwise.7.2. Communications with shareholders will be made in accordance with the JSE Listings Requirements in respect of all related party Transactions (including small related party Transactions), except that:7.2.1. To the extent pre-approval has been obtained from the shareholders of the Company in respect of the terms ofshareholder’s agreements in accordance with 6.4.1,7.2.1.1.7.2.1.2.no circulars will be required for any size Transactions triggered by the enforcement provisions in relation thereto, unless the Transaction is categorised as a reverse take-over in terms of the JSE Listings Requirements; andOnly a SENS announcement (and no press announcement) will be made in respect of any size Transactions triggered by the enforcement provisions in relation thereto.7.3. Communications with shareholders will be made in accordance with the JSE Listings Requirements in respect of all non- related party Transactions, except that:7.3.1. no circulars will be required for any size Transaction as long as the requirements of paragraph 6.3 and 6.4 are met,unless the Transaction is categorised as a reverse take-over in terms of the JSE Listings Requirements; and7.3.2. while SENS announcements will be made for Category 1 and Category 2 Transactions, no press announcements will be required for Category 2 Transactions or in respect of any size Transaction triggered by the enforcement provisionsof shareholder’s agreements as long as the requirements of 6.4 are met.7.4. Notwithstanding the provisions of 7.2 and 7.3, the information required to be disclosed for a prelisting statement must beprovided if required by the JSE Listings Requirements.7.5. All Transactions will be summarised for shareholders in the interim and nal results announcements and in the integratedannual report.8. Communication of Investment PolicyThe Investment Policy appears on Stellar Capital’s website and is included in the integrated annual report.9. Approval of Investment PolicyThe investment strategy detailed in paragraph 3.1 of this Investment Policy was approved by shareholders on 16 January 2015. The additional paragraphs 3.2, 3.3, 3.4, 4, 5, 6 and 7 of the Investment Policy are to be approved by shareholders at the annual general meeting on 3 June 2016 and any future material changes must be approved by shareholders by way of ordinary resolution.10 | STELLAR CAPITAL PARTNERS