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Distribution of circular and notice of general meeting

Published: 2023-03-27 16:38:29 ET
<<<  go to JSE:SSK company page
Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK
ISIN: ZAE000123766
(“Stefanutti Stocks” or “the company” or "the group")


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


1. Introduction


    Stefanutti Stocks intends to amend the existing rules governing the operation of the Stefanutti Stocks
    Holdings Limited Forfeitable Share Plan 2009 ("FSP Rules"). The Forfeitable Share Plan plays an
    important role in the retention and attraction of suitable and competent employees within the group
    and further acts as a mechanism to encourage participants to build up a shareholding in the company
    to provide alignment between the interests of participants and Stefanutti Stocks’ shareholders
    (“Shareholders").

    The purpose of the proposed amendments to the FSP Rules ("Proposed Amendments") is to ensure
    that the company continues to embody and enhance the objectives of the Forfeitable Share Plan and
    to, in addition, facilitate the promotion of broad-based black economic empowerment transformational
    objectives within the group in accordance with the spirit and purpose of the Broad-Based Black
    Economic Empowerment Act, by providing previously disadvantaged employees of the group with
    the opportunity to receive Stefanutti Stocks shares.

    Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
    herein have the meanings ascribed to them in the Circular.

2. Distribution of Circular


    Shareholders are hereby advised that the circular containing the details of the Proposed Amendments
    to the Forfeitable Share Plan and incorporating the Notice of General Meeting, electronic participation
    form and form of proxy ("Circular"), has been made available and distributed to Shareholders today,
    Monday, 27 March 2023.


    Shareholders are further advised that an electronic copy of the Circular (which is available in English
    only) is available on the company’s website (www.stefanuttistocks.com) and can be made available
    through a secure electronic manner at the election of the person requesting inspection. Additional
    copies of the Circular can be obtained from the registered office of the company at 9 Palala Street,
    Protec Park, Cnr. Zuurfontein Avenue and Oranjerivier Drive, Kempton Park or at the offices of
    Computershare Investor Services Proprietary Limited (“Computershare”) at Rosebank Towers, 15
   Biermann Avenue, Rosebank, Johannesburg during normal business hours from today, Monday, 27
   March 2023 up to and including the date of the General Meeting, being on Wednesday, 26 April 2023.


3. Notice of General Meeting


   Notice is hereby given that the General Meeting of Shareholders, convened in terms of the Notice of
   General Meeting, will be held at 09:00 (CAT) on Wednesday, 26 April 2023 in order for Shareholders
   to consider and, if deemed fit, to pass the resolutions necessary to approve and give effect to the
   Proposed Amendments.


   Shareholders are advised that the General Meeting (including any adjournment or postponement
   thereof) will be held entirely by electronic communication as detailed in the Notice of General Meeting
   contained in the Circular and as permitted by the JSE Listings Requirements, Companies Act and
   the company's Memorandum of Incorporation. The instructions for electronic participation at the
   General Meeting are contained in the electronic participation form annexed to the Notice of General
   Meeting.


4. Salient dates and times
   The salient dates and times relating to the General Meeting are set out below:


                                                                                                                    2023


  Record date for Shareholders to receive this Circular and Notice of General
  Meeting                                                                                            Friday, 17 March

  Circular and Notice of General Meeting distributed to Shareholders and
  announced on SENS on                                                                             Monday, 27 March

  Last Date to Trade in respect of the General Meeting                                              Tuesday, 18 April

  General Meeting record date for Shareholders to be entitled to participate
  in and vote at the General Meeting                                                                   Friday, 21 April

  For administrative purposes only, last date to lodge forms of proxy for the
  General Meeting by 09:00 on                                                                        Monday, 24 April

  Last date to lodge forms of proxy with the chairman of the General Meeting
  by 08:55                                                                                      Wednesday, 26 April

  General Meeting to be held at 09:00 on                                                        Wednesday, 26 April

  Results of General Meeting released on SENS on                                                Wednesday, 26 April


    Notes:
    1.   The dates and times provided for in this Circular are subject to amendment at the discretion of Stefanutti Stocks,
         subject to approval of the JSE Limited, if required. Any material amendments will be published on SENS.
    2.   All times referred to in this Circular are local times in South Africa.
    3.   If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain
         valid in respect of any adjournment or postponement of the General Meeting, unless the contrary is stated on such
         form of proxy.
    4.   The Register for certificated Shareholders will be closed between the Last Date to Trade and the General Meeting
         record date.
    5.   No Stefanutti Stocks Shares may be dematerialised or rematerialised from Tuesday, 18 April 2023, to Friday,
         21 April 2023 (both days inclusive).
    6.   Shareholders should note that as transactions in Stefanutti Stocks shares are settled in the electronic settlement
         system used by Strate Proprietary Limited, settlement of trades takes place 3 (three) business days after such trade.
         Therefore, persons who acquire Stefanutti Stocks shares after close of trade on Tuesday, 18 April 2023 will not be
         eligible to attend, participate in and vote at the General Meeting.
    7.   Although the important dates and times are stated to be subject to change, such statement may not be regarded as
         consent or dispensation for any change to time periods which may be required in terms of the Companies Act and
         the JSE Listings Requirements, where applicable, and any such consents or dispensations must be specifically
         applied for and granted.



Johannesburg
27 March 2023
Sponsor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Webber Wentzel