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Notice Of Extraordinary General Meeting
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
SNH - STEINHOFF INTERNATIONAL HOLDINGS N.V. – NOTICE OF EXTRAORDINARY
GENERAL MEETING TO BE HELD ON 30 MAY 2016
PRESS RELEASE
NOTICE OF EXTRAORDINARY GENERAL MEETING
Shareholders are hereby convened to an extraordinary general meeting of
shareholders (the “EGM”) of Steinhoff International Holdings N.V. (the
“Company”), to be held at 12.00 pm CET on Monday, 30 May 2016 in The
Ballroom at the Hilton Amsterdam Airport Schiphol, Schiphol Boulevard
701, 1118 BN Schiphol Airport, municipality of Haarlemmermeer, the
Netherlands. Registration will take place at the registration desk at
the venue between 11:30 am CET and the commencement of the meeting at
12.00 pm CET.
Notice:
Shareholders who wish to participate in the EGM are referred to the
Attendance instructions contained in the notice (the “Notice”) that will
be available on the Company’s website as from today (refer to meeting
documents below). Under Dutch law and the Company’s articles of
association, persons entitled to attend and, if applicable, to vote at
the EGM are persons registered as such at close of business on Monday,
2 May 2016 (the “Record Date”). Details on the manner in which
Shareholders can register themselves for the EGM are contained in the
Notice. All voting instructions must reach the relevant intermediary or
transfer secretaries [Refer to the details contained in the Notice] by
no later than 11:00pm CET on Tuesday 24 May 2016.
Proposed Agenda:
1. Opening;
2. Amendment of the articles of association of the Company to change
the financial year and to extend the current financial year up to
and including 30 September 2016;
3. Acceptance of resignation of all members of the Supervisory Board,
in order to be able to implement a rotation schedule;
4. Discharge from liability for outgoing Supervisory Board members;
5. Reappointment and appointment of members to the Supervisory Board;
6. Any other business;
7. Closing.
Summary of the explanatory notes to the Agenda:
1. It is proposed that the financial year of the Company, currently
running from the 1st day of July of any calendar year up to and
including the 30th day of June of the following calendar year, will
be amended in such way that the Company's financial year will run
from the 1st day of October of any calendar year up to and including
the 30th day of September of the following calendar year. The
Management Board, with the approval of the Supervisory Board,
proposes this amendment to the articles of association to align the
reporting period with reporting periods of other retail companies
in Europe. The quarterly reporting periods of the Company remain
unchanged.
The timing of this change in year-end is opportune, since the Company
will report on its first set of euro-dominated financial statements
(previously rand denominated) in this year, after obtaining a primary
listing in Frankfurt, Germany, in December 2015, with a secondary
listing in Johannesburg, South Africa(previously only listed in
Johannesburg, South Africa).
In order to assist users of financial information with the
transition, the Company intends to publish a set of financial
information for the 12 month period ending on 30 June 2016, in the
same format as the 31 December 2015 interim results published on 29
February 2016.
In addition, the Company intends to provide pro-forma financial
information for the 12 month period ending on 30 September 2016 when
it publishes the audited consolidated financial statements for the
15-month period as at and ending 30 September 2016.
2. The remaining resolutions proposed relate to the acceptance of
resignations, discharge, reappointment and appointment of
Supervisory Board members (upon the non-binding nomination of the
Supervisory Board) and the implementation of a rotation schedule for
appointed Supervisory Board members.
The entire Supervisory Board will resign and the following
supervisory directors will be reappointed for the terms specified
in the Notice: Mr C.E. Daun, Mr B.E. Steinhoff, Dr C.H. Wiese, Dr
D. Konar, Ms H.J. Sonn, Mr T.L.J. Guibert, Mrs A. Krüger-Steinhoff,
Dr S.F. Booysen and Dr M.T. Lategan
In addition, it is proposed that the following new members be
appointed to the Supervisory Board: Adv. J.D. Wiese and
Dr. J. van Zyl for the terms specified in the Notice.
The Management Board and the Supervisory Board wish to thank Messrs
D.C. Brink, J.F. Mouton and P.D.J. van den Bosch for their valued
contributions and long service to the Group.
Meeting documents:
The Agenda and explanatory notes thereto, as well as the verbatim text
of the proposed amendment of the articles of association, the CV’s of
the proposed members of the Supervisory Board and the proposed
Supervisory Board rotation schedule, to be adopted by the Supervisory
Board on 30 May 2016, are available on the Company’s website
(www.steinhoffinternational.com) as from today. These documents are also
available for inspection at the office of the Company in the Netherlands
(Herengracht 466, 1017 CA Amsterdam) as well as at the Company’s main
place of business in South Africa (Block D, DeWagenweg Office Park,
Stellentia Road, Stellenbosch), where copies may be obtained free of
charge. If you wish to receive copies of the documents, please do not
hesitate to contact the Company Secretary, care of S.J. Grobler, Tel:
+27 21 808 0750 / e-mail: compsec@steinhoffinternational.com.
For more information, please contact:
Steinhoff International Holdings N.V.:
Stehan Grobler
+27 (21) 808 0700
Mariza Nel
+27 (21) 808 0711
15 April 2016
JSE Sponsor
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