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Results of General Meeting in respect of the acquisition of an effective 92.34% equity interest in Pepkor Holdings
Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1998/003951/06
Share code: SHF
ISIN: ZAE000016176
(“Steinhoff” or “the Company”)
RESULTS OF GENERAL MEETING IN RESPECT OF THE ACQUISITION OF AN EFFECTIVE 92.34% EQUITY INTEREST
IN PEPKOR HOLDINGS PROPRIETARY LIMITED (“THE ACQUISITION”)
Steinhoff shareholders (“Shareholders”) are referred to the announcement published on the Stock
Exchange News Service of the JSE Limited on 15 December 2014, regarding the posting of a circular
(“Circular”) including a notice convening a general meeting of Shareholders in respect of the
Acquisition (“General Meeting”). Shareholders are advised that at the General Meeting held on
Monday, 26 January 2015, all of the ordinary and special resolutions contained in the notice of
General Meeting, forming part of the Circular, were passed by the requisite majorities of votes of
Shareholders present in person or represented by proxy at the General Meeting.
The total number of shares represented in person or by proxy amounted to 2 076 720 161 or 83.4% of
the issued share capital of Steinhoff, registered on the record date for the General Meeting (16
January 2015) (net of treasury shares).
Details of the results of voting at the General Meeting, following full verification of all votes, are as
follows and are given as percentages of the total number of shares which were eligible to be voted in
respect of each resolution:
Resolution Votes in % of shares Votes % of shares Shares
Favour voted Against voted abstained as
a percentage
(%) of total
shares in
issue
Ordinary resolution 1: 1 909 876 856 95.4162% 91 750 512 4.5838% 3.01%
Category 1 related party
transaction
Special resolution 1: 1 909 836 347 95.41418% 91 791 021 4.58582% 3.01%
Issue of shares to a
Director and issuing
shares in excess of 30%
of Steinhoff’s voting
power
Special resolution 2: 1 910 582 392 95.45145% 91 044 976 4.54855% 3.01%
Issue of shares to a
related person and
issuing shares in excess
of 30% of Steinhoff’s
voting power
Special resolution 3: 1 909 836 347 95.41418% 91 791 021 4.58582% 3.01%
Issuing shares in excess
of 30% of Steinhoff’s
voting power
Ordinary resolution 2: 1 224 287 940 73.01379% 452 502 172 26.98621% 16.05%
Waiver of Mandatory
Offer
Special resolution 4: 1 908 702 225 95.35993% 92 874 582 4.64007% 3.02%
Financial assistance
Special resolution 5: 1 961 584 312 97.98345% 40 370 375 2.01655% 3.00%
Specific share
repurchase of Steinhoff
Shares from Thibault
Special resolution 6: 1 963 488 463 98.09461% 38 138 904 1.90539% 3.01%
Revocation of special
resolution number 5
All the shares held or represented by Dr Christo Wiese, being a Related Party as defined in the
Circular were excluded from attending and voting at the General Meeting. In addition, the other Voting
Pool Parties as defined in the Circular, who are currently shareholders of the Company, abstained
from voting on Ordinary Resolution number 2.
By order of the Board
Wynberg, Sandton
26 January 2015
Investment bank and transaction sponsor
Investec Bank Limited
Sponsor
PSG Capital (Pty) Ltd
Attorney
Cliffe Dekker Hofmeyr Incorporated
Date: 26/01/2015 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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