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STEINHOFF INTERNATIONAL HOLDINGS LTD - Results of General Meeting in respect of the proposed Scheme of Arrangement of Steinhoff and the Specific Repurchase

Release Date: 07/09/2015 15:28
Code(s): SHF     PDF:  
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Results of General Meeting in respect of the proposed Scheme of Arrangement of Steinhoff and the Specific Repurchase

Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1998/003951/06 Share
code: SHF
ISIN: ZAE000016176
(Steinhoff)




       RESULTS OF GENERAL MEETING IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
                                  AND SPECIFIC SHARE REPURCHASE



Steinhoff shareholders (Shareholders) are referred to the firm intention announcement published
on the Stock Exchange News Service of the JSE Limited (JSE) on 7 August 2015 and the circular
(Circular) including a notice convening a general meeting (General Meeting) of Shareholders of
even date, regarding the offer made by Genesis International Holdings NV, to be renamed Steinhoff
International Holdings N.V. (Genesis N.V.) to acquire the entire issued share capital of Steinhoff by
way of a scheme of arrangement (Scheme) in terms of section 114 of the South African Companies
Act, No 71 of 2008, at a consideration of one Genesis N.V. share for each Steinhoff share held.

Shareholders are advised that at the General Meeting held on Monday, 7 September 2015, all of the
ordinary and special resolutions contained in the notice of General Meeting were passed by the
requisite majorities of Shareholders.

The total number of Steinhoff shares held by Shareholders who were present in person or represented
by proxy amounted to 3,231,898,184 shares or 87.40% of the issued share capital of Steinhoff (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 votes which were eligible to be
exercised in respect of each resolution:


 Resolution                  Voted for         % of shares      Votes           % of          Shares
                                                  voted        Against         shares     abstained as
                                                                                voted           a
                                                                                           percentage
                                                                                           (%) of total
                                                                                             shares in
                                                                                              issue


 Special resolution 1:
                               2,879,971,466     89.18345%     349,295,303    10.81655%        0.07116%
 Scheme approval



 Special resolution 2:
                               2,810,701,106     87.03837%     418,565,668    12.96163%        0.07116%
 Articles of Association
 Special resolution 3:
 Specific repurchase           2,140,837,180     99.99994%           1,236     0.00006%       29.50442%
 from Brait

 Ordinary resolution 1:
 Secondary listing of          2,879,971,471      89.18345     349,295,303    10.81655%        0.07116%
 Steinhoff NV on JSE


 Ordinary resolution 2:
 Directors authority           3,228,990,464     99.99118%        284,838      0.00882%        0.07093%



If the Scheme becomes operative, Genesis N.V. will pass a resolution required to change its name
and acquire the entire issued share capital of Steinhoff in a share exchange of one Genesis N.V.
share for each Steinhoff share held, and Genesis N.V. will be listed on the Prime Standard of the
Frankfurt Stock Exchange accompanied by an Inward Secondary listing on the JSE (collectively, the
Listings).

Steinhoff will become a wholly-owned subsidiary of Genesis N.V. and its listing on the JSE will be
terminated. Further details of the Scheme and the Listings, including salient dates and the remaining
conditions precedent, are contained in the Circular, a copy of which is available on Steinhoff's
website at www.steinhoffinternational.com.



By order of the Board

Wynberg, Sandton


7 September 2015


Joint South African Legal Advisors to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Werksmans Inc

International Legal Advisors to Steinhoff
Linklaters LLP

Sponsor
PSG Capital Proprietary Limited

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Date: 07/09/2015 03:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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