Try our mobile app

Voting results of the annual general meeting

Published: 2023-03-23 08:05:48 ET
<<<  go to JSE:SNH company page
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

VOTING RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that at the hybrid annual general meeting of Steinhoff International
Holdings N.V. (“Steinhoff” or the “Company”) held at 13:00 CET on 22 March 2023 at Muziekgebouw aan ’t
IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, and which was accessible via webcast with details
available on the Company’s website (www.steinhoffinternational.com) (the “AGM”), none of the resolutions
proposed in the notice of meeting made available to shareholders on the Company’s website on 8 February
2023 were passed by the requisite majority of votes cast by the Steinhoff shareholders present or
represented at the AGM.

Number of shares represented: 1,806,967,780 (this includes votes abstained, as per the below)
Percentage of issued and outstanding share capital represented: 42.69%**

The detailed voting results of the AGM are set out below:
                   Number of     % of votes      Number of           % of      Number of     Number of      Number of
                    votes for            for   votes against        votes    shares voted         shares         votes
                  resolution*   resolution*     resolution*       against         for and      voted for     abstained
                                                               resolution
                                                                            against at the           and           ***
                                                                                     AGM       against at
                                                                                                the AGM
                                                                                                     as a
                                                                                             percentage
                                                                                                   (%) of
                                                                                                shares in
                                                                                              issue as at
                                                                                                  Record
                                                                                                  Date**

                 698,741,335       39.48%      1,071,260,495    60.52%      1,770,001,830        41.81%     27,222,797
Agenda item
4.4:
Proposal to
adopt the
annual
accounts for
the financial
year ended
30
September
2022
                 622,034,690        35.15%     1,147,710,216     64.85%     1,769,744,906        41.81%     27,269,721
Agenda item
5:
Proposal to
re-appoint
Mr. David
Pauker as a
Supervisory
Director
                 582,393,359        32.71%     1,197,980,965     67.29%     1,780,374,324        42.06%     16,850,303
Agenda item
6.1:
Proposal to
cast an
advisory vote
in respect of
the
remuneration
report for the
financial year
ended 30
September
2022
                 410,868,613        23.08%     1,369,548,418     76.92%     1,780,417,031        42.06%     16,807,596
Agenda item
6.2:
Proposal to
amend the
remuneration
policy
applicable to
Managing
Directors
                 705,471,633   39.86%   1,064,348,379   60.14%   1,769,820,012   41.81%   27,404,615
Agenda item
7:
Proposal to
appoint
Mazars
Accountants
N.V. as
statutory
audit firm for
the financial
year ending
on 30
September
2024
                 689,503,909   38.55%   1,099,180,892   61.45%   1,788,684,801   42.25%    8,539,826
Agenda item
8.1:
Combined
proposal to
approve the
Transaction,
including the
Transfer in
accordance
with Section
2:107a of the
Dutch Civil
Code and the
issuance of
the
Contingent
Value Rights
by New
Topco to the
Shareholders,
and to
resolve to
dissolve the
Company
following the
completion
of the
Transfer and
subject to the
Dissolution
Conditions
                        Voting         Voting           Voting       Voting            Voting        Voting           Voting
 Agenda item
                     cancelled      cancelled        cancelled    cancelled         cancelled     cancelled        cancelled
 8.2:
 Proposal to
 appoint New
 Topco as
 custodian of
 the books,
 records and
 other data
 carriers of
 the
 Company,
 with effect as
 of the
 Dissolution
 (only to be
 voted upon if
 agenda item
 8.1 is
 adopted)
                  559,912,486         31.43%    1,221,594,922        68.57%    1,781,507,408        42.09%    9,642,317
 Agenda item
 9:
 Proposal to
 authorise the
 Management
 Board to
 issue (or
 grant rights
 to subscribe
 for) ordinary
 shares and to
 limit or
 exclude
 shareholders’
 pre-emption
 rights (only
 to be voted
 upon if
 agenda item
 8.1 is not
 adopted)

Notes:
* 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.
** Excluding treasury shares held by a Steinhoff subsidiary in aggregate of 36,533,888 shares.
*** Only active abstentions are counted. Votes that were not cast at the meeting, are not included.

CHANGE IN SUPERVISORY BOARD

At the AGM, the proposed re-appointment of Mr. David Pauker as a Supervisory Director was rejected.
Mr. Pauker has served on the Supervisory Board for almost four years. We sincerely thank him for all his
valuable contributions.

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE
Limited.

Stellenbosch, South Africa
23 March 2023

JSE Sponsor: PSG Capital