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Voting results of the annual general meeting
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**
Agenda item 698,741,335 39.48% 1,071,260,495 60.52% 1,770,001,830 41.81% 27,222,797
4.4:
Proposal to
adopt the
annual
accounts for
the financial
year ended
30
September
2022
Agenda item 622,034,690 35.15% 1,147,710,216 64.85% 1,769,744,906 41.81% 27,269,721
5:
Proposal to
re-appoint
Mr. David
Pauker as a
Supervisory
Director
Agenda item 582,393,359 32.71% 1,197,980,965 67.29% 1,780,374,324 42.06% 16,850,303
6.1:
Proposal to
cast an
advisory vote
in respect of
the
remuneration
report for the
financial year
ended 30
September
2022
Agenda item 410,868,613 23.08% 1,369,548,418 76.92% 1,780,417,031 42.06% 16,807,596
6.2:
Proposal to
amend the
remuneration
policy
applicable to
Managing
Directors
Agenda item 705,471,633 39.86% 1,064,348,379 60.14% 1,769,820,012 41.81% 27,404,615
7:
Proposal to
appoint
Mazars
Accountants
N.V. as
statutory
audit firm for
the financial
year ending
on 30
September
2024
Agenda item 689,503,909 38.55% 1,099,180,892 61.45% 1,788,684,801 42.25% 8,539,826
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
Agenda item Voting Voting Voting Voting Voting Voting Voting
8.2: cancelled cancelled cancelled cancelled cancelled cancelled cancelled
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)
Agenda item 559,912,486 31.43% 1,221,594,922 68.57% 1,781,507,408 42.09% 9,642,317
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
Date: 23-03-2023 07:05:00
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