Steinhoff International Holdings NV (JSE:SNH) News - 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 hybrid annual general meeting of Steinhoff International Holdings N.V.
(“Steinhoff” or the “Company”) held at 13:00 CET on 25 March 2022 at Muziekgebouw aan ’t IJ, Piet Heinkade 1, 1019
BR Amsterdam, the Netherlands, as well as via webcast accessible on the Company’s website
(www.steinhoffinternational.com) (the “AGM”), the following resolutions proposed in the notice of meeting made
available to shareholders on the Company’s website on 11 February 2022 were passed by the requisite majority of
votes cast by the Steinhoff shareholders present or represented at the AGM:

    (i)    the resolution to adopt the annual accounts for the financial year ended 30 September 2021 (agenda item
           4.4);
    (ii)   the resolution to re-appoint Mr. Louis du Preez as a Managing Director (agenda item 6.1);
    (iii)  the resolution to re-appoint Mr. Theodore de Klerk as a Managing Director (agenda item 6.2);
    (iv)   the resolution to re-appoint Ms. Moira Moses as a Supervisory Director (agenda item 7.1);
    (v)    the resolution to re-appoint Mr. Paul Copley as a Supervisory Director (agenda item 7.2);
    (vi)   the resolution to re-appoint Dr. Hugo Nelson as a Supervisory Director (agenda item 7.3);
    (vii)  the resolution to re-appoint Ms. Alexandra Watson as a Supervisory Director (agenda item 7.4);
    (viii) the resolution to authorise the Management Board in order for the Company to acquire Shares in connection
           with the Company’s long-term incentive plan (agenda item 10.1);
    (ix)   the resolution to authorise the Management Board in order for the Company to acquire Shares for other
           purposes (agenda item 10.2); and
    (x)    the resolution to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30
           September 2022 and 30 September 2023, respectively (agenda item 11).

Number of shares present or represented: 830,384,564 (this includes votes abstained, as per the below)
% of issued share capital: 19.63%**

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
                                  785,256,457          38,878,750         824,135,207          19.49%         5,745,257
annual accounts for the
                                     (95.28%)             (4.72%)
financial year ended 30
September 2021

Agenda Item 5.1:
Proposal for limited
release from liability of the   410,149,396           412,042,928        822,192,324          19.44%         7,688,140
Managing Directors of the          (49.88%)              (50.12%)
Company for their
management of the
Company

Agenda Item 5.2:
Proposal for limited
release from liability of the   408,698,346            413,490,578        822,188,924        19.44%          7,691,540
Supervisory Directors for          (49.71%)              (50.29%)
their supervision of the
Company

Agenda Item 6.1:
Proposal to re-appoint Mr.      786,018,516            38,874,463         824,892,979        19.50%         4,987,484
Louis du Preez as a                (95.29%)              (4.71%)
Managing Director

Agenda Item 6.2:
Proposal to re-appoint Mr.      819,200,682            5,717,718          824,918,400        19.50%         4,962,063
Theodore de Klerk as a             (99.31%)              (0.69%)
Managing Director

Agenda Item 7.1:
Proposal to re-appoint Ms.      776,041,732           10,370,529          786,412,261        18.59%         5,102,825
Moira Moses as a                   (98.68%)              (1.32%)
Supervisory Director

Agenda Item 7.2:
Proposal to re-appoint Mr.      786,011,753             514,849            786,526,602       18.60%         4,988,484
Paul Copley as a                   (99.93%)             (0.07%)
Supervisory Director

Agenda Item 7.3:
Proposal to re-appoint Dr.      711,751,879             74,774,723         786,526,602       18.60%         4,988,484
Hugo Nelson as a                   (90.49%)               (9.51%)
Supervisory Director



Agenda Item 7.4:
Proposal to re-appoint Ms.      786,008,078              512,524            786,520,602        18.60%       4,994,484
Alexandra Watson as a              (99.93%)              (0.07%)
Supervisory Director

Agenda Item 8.1:
Proposal to cast an             286,926,452            535,870,880           822,797,332       19.45%       7,083,131
advisory vote in respect of        (34.87%)             (65.13%)
the remuneration report
for the financial year
ended 30 September 2021

Agenda Item 8.2:
Proposal to amend the           366,941,810            455,606,094           822,547,904        19.45%      7,332,559
remuneration policy                (44.61%)              (55.39%)
applicable to Managing
Directors
Agenda Item 9:
Proposal to approve an        398,499,001              423,372,247           821,871,248         19.43%     8,009,215
amended share plan for           (48.49%)               (51.51%)
Managing Directors

Agenda Item 10.1:
Proposal to authorise the
Management Board in
order for the Company to       413,623,553            409,193,318            822,816,871          19.45%     7,063,592
acquire Shares in                 (50.27%)             (49.73%)
connection with the
Company’s long-term
incentive plan

Agenda Item 10.2:
Proposal to authorise the
Management Board in            751,112,087             71,740,644            822,852,731           19.46%    7,027,732
order for the Company to          (91.28%)               (8.72%)
acquire Shares for other
purposes

Agenda Item 10.3:
Proposal to authorise the
Management Board to
issue (or grant rights to
subscribe for) Shares and      323,361,926            499,172,819           822,534,745           19.45%    7,345,718
to limit or exclude               (39,31%)              (60.69%)
shareholders’ pre-emption
rights in connection with
the Company’s long-term
incentive plan

Agenda Item 10.4:
Proposal to authorise the
Management Board to
issue (or grant rights to
subscribe for) Shares and      238,427,919            583,977,448            822,405,367         19.44%     7,475,096
to limit or exclude               (28.99%)              (71.01%)
shareholders’ pre-emption
rights for shareholders for
other purposes

Agenda Item 10.5:
Proposal to authorise the
Management Board to
issue (or grant rights to      411,052,042             411,363,724           822,415,766         19.45%     7,464,697
subscribe for) Shares with        (49.98%)               (50.02%)
pre-emption rights for
shareholders for other
purposes

Agenda Item 11:
Proposal to appoint
Mazars Accountants N.V.        786,035,423               534,570             786,569,993          18.60%   43,310,470
as statutory audit firm for       (99.93%)               (0.07%)
the financial years ending
on 30 September 2022
and 30 September 2023,
respectively

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 certain Steinhoff subsidiaries in aggregate of 40,186,472 shares.
*** -- Only active abstentions are counted. Votes that were not cast at the meeting, are not included.

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

Stellenbosch, South Africa
28 March 2022

JSE Sponsor: PSG Capital

Date: 28-03-2022 07:05:00
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