JSE: SNH - Results Of The General Meeting
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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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