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STEINHOFF INTERNATIONAL HOLDINGS LTD - Results of General Meeting in respect of the acquisition of an effective 92.34% equity interest in Pepkor Holdings

Release Date: 26/01/2015 17:30
Code(s): SHF     PDF:  
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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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