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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Results Of The General Meeting

Release Date: 02/09/2019 15:10
Code(s): SNH     PDF:  
 
Wrap Text
Results Of The General Meeting

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

RESULTS OF THE GENERAL MEETING

Shareholders are hereby advised that at the general meeting of Steinhoff International Holdings N.V. (“Steinhoff” or
“the Company”) held at 13:00pm CET on 30 August 2019, at Steigenberger Airport Hotel, Stationsplein Zuid-West 951,
1117 CE Schiphol, Municipality of Haarlemmermeer, The Netherlands (the "AGM"), all of the resolutions proposed in the
notice of meeting made available to shareholders on the Company’s website on 19 July 2019 were passed by the
requisite majority of votes cast by the Steinhoff shareholders present or represented at the AGM.

Number of shares present or represented: 1,043,431,791 (this includes votes abstained, as per the below)
% of issued share capital: 25.16% **

The detailed voting results of the AGM are set out below:


                                     Number of         Number of          Number of         Number of        Number of
                                     votes for     votes against   shares voted for      shares voted            votes
                                 resolution (%)   resolution (%)     and against at           for and        abstained
                                       *                 *                  the AGM    against at the            ***
                                                                                             AGM as a
                                                                                           percentage
                                                                                        (%) of shares
                                                                                       in issue as at
                                                                                          Record Date
                                                                                              **

 Agenda Item 4.4:
 Proposal to adopt the
 annual accounts for the
 financial year ended 30
                                    358,078,330      288,619,147
 September 2017
                                       (55.37%)         (44.63%)         646,697,477           15.59%      395,703,252
 
 Agenda Item 5.5:
 Proposal to adopt the
 annual accounts for the
 financial year ended 30            359,847,363      287,810,114
 September 2018                        (55.56%)         (44.44%)         647,657,477           15.61%      395,703,252
 
 Agenda Item 7.3:
 Proposal to appoint Paul
 Copley as a member of            1,038,925,259        1,876,730
 the Supervisory Board                 (99.82%)          (0.18%)       1,040,801,989           25.09%        2,558,640

 Agenda Item 7.4:
 Proposal to appoint David
 Pauker as a member of            1,039,213,781        1,582,170
 the Supervisory Board                 (99.85%)          (0.15%)       1,040,795,951           25.09%        2,564,778
 
 Agenda Item 7.5:
 Proposal to re-appoint
 Peter Wakkie as a
 member of the Supervisory
                                 1,038,928,660           763,147
 Board
                                      (99.93%)           (0.07%)       1,039,691,807           25.07%        3,668,922
 
 Agenda Item 8:
 Proposal to establish the
 remuneration of the
 members of the
                                   946,120,407        94,707,465
 Supervisory Board
                                      (90.90%)           (9.10%)       1,040,827,872           25.09%        2,532,857
 
 Agenda Item 9.1:
 Proposal to reduce the
 capital of the Company
 by reducing the nominal
 value of the Company’s
 ordinary shares (the
                                 1,034,692,670         5,386,834
 “Capital Reduction”)
                                      (99,48%)           (0.52%)       1,040,079,504           25.07%        3,281,225
 
 Agenda Item 9.2:
 Proposal to amend the
 Company’s articles of
 association to give effect
                                 1,034,711,032         4,415,471
 to the Capital Reduction
                                      (99.58%)           (0.42%)       1,039,126,503           25.05%        4,234,226
 
 Agenda Item 9.3:
 Proposal to amend the
 Company’s articles of
 association to implement
 changes to remuneration
                                   644,354,303       387,583,437
 provisions
                                      (62.44%)          (37.56%)       1,031,937,740           24.88%       11,422,988
 
 Agenda Item 9.4:
 Proposal to amend the
 Company’s articles of
 association to implement
                                 1,029,040,167         8,464,120
 governance changes
                                      (99.18%)           (0.82%)       1,037,504,287           25.01%        5,856,442

Note 1* -- In relation to the total number of shares voted at the AGM. Only the ‘for’ and ‘against’ votes are counted
and together add up to 100%. A ‘vote abstained’ is not considered to be a vote in law and will therefore not be
counted in the calculation of the proportion of the votes ‘for’ and ‘against’ a resolution.

Note 2** -- Excluding treasury shares held by number of Steinhoff entities in aggregate of 161,794,976 shares.

Note 3 *** -- Only active abstentions are counted. No votes at the meeting, are not included.

The Supervisory Board welcomes the new members and looks forward to their valuable contributions.

External Auditor

The Supervisory Board is very pleased to announce that - upon recommendation by the Audit Committee - it has
nominated Mazars as the Company’s external auditor for the 2019 financial year. As part of its selection process, the
Audit Committee interviewed representatives of several Dutch audit firms that are allowed to perform statutory
audits of the annual accounts of Dutch companies whose securities are admitted to trading on a regulated market.
Upon their appointment, Mazars Netherlands will be the external auditor of the Steinhoff Group. The Dutch Mazars
audit team will work closely with their colleagues in the UK, South Africa and France and in other jurisdictions where
possible.

The Management Board and the Supervisory Board are not only very pleased with the nomination but are also
grateful to Mazars that they are willing to accept the engagement as our auditor under our present circumstances.
Mazars nomination will be proposed for appointment by the General Meeting at an extraordinary general meeting.

JSE Sponsor: PSG Capital

Amsterdam
2 September 2019

Date: 02/09/2019 03:10:00
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