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Results of the Annual General Meeting, CEO and Chairman Comments and Correction of Tangible Net Asset Value Effect
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” or “the Group”)
RESULTS OF THE ANNUAL GENERAL MEETING, CEO AND CHAIRMAN COMMENTS, AND CORRECTION
OF TANGIBLE NET ASSET VALUE EFFECT IN RESPECT OF THE PEPKOR TRANSACTION
In terms of paragraph 3.91 of the JSE Listings Requirements, shareholders are hereby advised that at the annual
general meeting of the Company held at 10h00 on 2 December 2014, at 28 Sixth Street, Wynberg, Sandton 2090
(“the AGM”), all of the resolutions proposed in the notice of meeting sent to shareholders on 3 November 2014
were passed by the requisite majority of votes cast by the Steinhoff shareholders present or represented at the
AGM. The detailed voting results of the AGM are set out below:
Votes for Votes Number of shares Number of Shares
resolution against voted at the AGM shares voted abstained as
(%) * resolution at the AGM as a percentage
(%) * a percentage (%) of shares
(%) of shares in issue
in issue
Ordinary business
Presentation of the 99.99437 0.00563 2 144 693 554 87.19 0.04562
annual financial
statements
Re-appointment of 99.99998 0.00002 2 143 983 821 86.16 0.07447
Deloitte and Touche as
the external auditor
Special resolution
number 1
Approval of fees payable
to:
Executive directors: 99.99998 0.00002 2 143 983 821 87.16 0.07447
Chairman: 99.99998 0.00002 2 143 637 915 87.14 0.08853
Board members: 99.99999 0.00001 2 143 637 915 87.14 0.08853
Audit committee: 99.99998 0.00002 2 143 637 915 87.14 0.08853
Human resources and 99.99998 0.00002 2 143 637 915 87.14 0.08853
remuneration committee:
Group risk overview 99.99999 0.00001 2 143 637 915 87.14 0.08853
committee :
Nomination committee: 99.99999 0.00001 2 143 637 915 87.14 0.08853
Social and ethics
committee: 99.99999 0.00001 2 143 637 915 87.14 0.08853
Ordinary resolution
number 1
Re-election of directors :
D C Brink: 99.94942 0.05058 2 144 559 990 87.18 0.05105
CE Daun: 97.74386 2.25614 2 143 983 821 87.16 0.07447
JF Mouton: 96.85344 3.14656 2 143 983 821 87.16 0.07447
BE Steinhoff: 98.16236 1.83764 2 143 983 821 87.16 0.07447
CH Wiese: 97.94331 2.05669 2 143 983 821 87.16 0.07447
SJ Grobler: 98.30809 1.69191 2 143 983 821 87.16 0.07447
HJK Ferreira: 98.30967 1.69033 2 143 983 821 87.16 0.07447
Ordinary resolution
number 2
Re-election of members
of the audit committee:
SF Booysen: 99.94251 0.05749 2 144 559 990 87.18 0.05105
DC Brink: 99.96374 0.03626 2 143 983 821 87.16 0.07447
MT Lategan: 99.96936 0.03064 2 143 983 821 87.16 0.07447
Special resolution
number 2
99.38499 0.61501 2 142 951 198 87.12 0.11645
Conversion of shares
Special resolution
number 3
97.69524 2.30476 2 142 951 198 87.12 0.11645
Increase in share capital
Ordinary resolution
number 3
Placement of shares
86.59019 13.40981 2 142 951 198 87.12 0.11645
under the control of the
directors
Ordinary resolution
number 4
Placement of shares 89.45064 10.54936 2 143 637 915 87.14 0.08853
under the control of the
directors for purposes of
the share incentive
scheme
Special resolution
number 4
98.32438 1.67562 2 143 587 354 87.14 0.09059
General authority to
purchase own shares
Ordinary resolution
number 5
99.99998 0.00002 2 143 637 915 87.14 0.08853
General authority to
distribute share capital
and/or reserves
Ordinary resolution
number 6
Authority to create and 87.64579 12.35421 2 142 997 701 87.12 0.11456
issue convertible
debentures
Ordinary resolution
number 7
Endorsement of 94.21856 5.78144 2 144 083 884 87.16 0.07040
remuneration policy
Special resolution
number 5
85.45914 14.54086 2 144 202 322 87.17 0.06559
Authority to provide
financial assistance
Note 1* - In relation to the total number of shares voted at the AGM
Note 2 - The special resolutions, where appropriate, will in due course be filed with the Companies and
Intellectual Property Commission.
CEO’s comments
In response to a question at the AGM, the CEO of Steinhoff provided high level commentary on the trading
performance of the Group for the 2015 financial year to date. “While the South African consumer remains under
pressure, the European operations performed well in the quarter ending September 2014. While the economies
in the German-speaking territories such as Germany, Switzerland and Austria continues to grow, consumers in
France, Italy, Spain, Portugal and the Eastern European countries continue to be under pressure. However, the
discount/lower-priced market segment continues to grow faster than the total market benefitting the Group’s
operations and sales growth”
The CEO thanked shareholders for their support during this calendar year, highlighting the overwhelming support
received for the resolutions proposed during this AGM, but also the support of the capital raising embarked upon
earlier this year, and more recently the support received for the proposed Pepkor transaction.
Chairman statement
The chairman made the following statement on behalf of the board:
“One further item we want to address at this AGM follows upon what you may have read in the recent media
reports about directors’ dealing in Steinhoff shares and the requirement regarding a cautionary announcement
relating to the Pepkor transaction. This transaction will be put to shareholders of Steinhoff and Brait SE for
consideration in the new-year.
However we had our company secretary assess these matters and wish to afford Stehan Grobler the opportunity
to make a statement in this regard”
Mr. Grobler responded saying that “A closed period terminated upon conclusion of a board meeting of the
Company that was held on 9 September 2014. Thereafter, certain Steinhoff share transactions occurred involving
Company directors. These transactions were published on SENS and were also concluded with the knowledge
and approval of the board chairman and the company secretary. At that juncture, the Pepkor transaction was
indeed not imminent, as suggested in some press reports – in fact, the hard bargaining that culminated in the
final conclusion of the transaction was not underway as yet.
The question as to whether Steinhoff should have issued a cautionary was continuously kept in mind by the small
team of executives involved in evaluation and subsequently negotiating the Pepkor transactions. The fact of the
matter is that there was at no material time a real risk that price sensitive information would become public
knowledge.
The board met for the first time on the Pepkor transaction on 17 November 2014. It was on that occasion that a
mandate was furnished for the transaction to be concluded. Even at that juncture, there were a number of
uncertainties that could have prevented the final conclusion of the deal.
We had duly assessed the risk of a leakage of price sensitive information and were comfortable that no
cautionary was required.”
Correction of pro forma tangible net asset value effect
Further to the SENS announcement dated 25 November 2014 (“the Pepkor SENS”) in regard to Steinhoff’s
intended acquisition of Pepkor (“the acquisition”), shareholders are advised that the pro forma financial effect of
the acquisition on the tangible net asset value per share as at 30 June 2014 (“TNAV”) was incorrectly reported in
such SENS. The pro forma TNAV per share after the acquisition is 447cps (versus 2500cps as reported in the
Pepkor SENS), a decrease of 68.3% from the pro forma TNAV per share of 1412cps after the rights offer
concluded on 1 August 2014. All the other pro forma financial effects were correctly reported.
Wynberg, Sandton
2 December 2014
Sponsor
PSG Capital
Date: 02/12/2014 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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