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Results Of The General Meeting
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
RESULTS OF THE GENERAL MEETING
Shareholders are hereby advised that at the virtual annual general meeting of Steinhoff International Holdings N.V.
(“Steinhoff” or the “Company”) held at 13:00pm CET on 28 August 2020, via webcast accessible on the Company’s
website (www.steinhoffinternational.com) (the “AGM”), the following resolutions proposed in the notice of meeting
made available to shareholders on the Company’s website on 17 July 2020 were passed by the requisite majority of
votes cast by the Steinhoff shareholders present or represented at the AGM:
(i) the resolution to adopt the remuneration policy applicable to Supervisory Directors (agenda item 5.2);
(ii) the resolution to amend the remuneration of the Supervisory Directors (agenda item 5.3);
(iii)the resolution to partially amend the Company’s articles of association (agenda item 6);
(iv) the resolution to reduce the issued capital of the Company by cancelling Shares held by the Company
(agenda item 7);
(v) the resolution to authorise the Management Board to acquire Shares (agenda item 8); and
(vi) the resolution to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30
September 2020 and 30 September 2021, respectively (agenda item 9).
Number of shares present or represented: 550,377,668 (this includes votes abstained, as per the below)
% of issued share capital: 13.13%**
The detailed voting results of the AGM are set out below:
Number of Number of Number of Number of Number of
votes for votes against shares voted for shares voted votes
resolution (%) resolution (%) and against at for and abstained
* * the AGM against at the ***
AGM as a
percentage
(%) of shares
in issue as at
Record Date
**
Agenda Item 4.2:
Proposal to cast an
advisory vote in respect of
the remuneration report
for financial year ended
29,299,672 465,656,316 494,955,988 11.81% 55,417,479
30 September 2019
(5.92%) (94.08%)
Agenda Item 4.5:
Proposal to adopt the
annual accounts for the
financial year ended 30 83,454,401 89,924,357 173,378,758 4.14% 376,994,709
September 2019 (48.13%) (51.87%)
Agenda Item 5.1:
Proposal to amend the
remuneration policy
applicable to Managing 73,847,333 472,598,388 546,445,721 13.04% 3,927,746
Directors (13.51%) (86.49%)
Agenda Item 5.2:
Proposal to adopt the
remuneration policy
applicable to Supervisory 521,587,910 8,380,933 529,968,843 12.65% 20,404,624
Directors (98.42%) (1.58%)
Agenda Item 5.3:
Proposal to amend the
remuneration of the 520,181,261 25,824,097 546,005,358 13.03% 4,368,109
Supervisory Directors (95.27%) (4.73%)
Agenda Item 6:
Proposal to partially
amend the Company’s 542,407,507 4,208,940 546,616,447 13.05% 3,761,220
articles of association (99.23%) (0.77%)
Agenda Item 7:
Proposal to reduce the
issued capital of the
Company by cancelling
Shares held by the 541,883,633 4,919,180 546,802,813 13.05% 3,574,854
Company**** (99.10%) (0.90%)
Agenda Item 8:
Proposal to authorise the
Management Board to 488,818,834 58,116,229 546,935,063 13.05% 3,442,604
acquire Shares (89.37%) (10.63%)
Agenda Item 9:
Proposal to appoint
Mazars Accountants N.V.
as statutory audit firm for
the financial years ending
on 30 September 2020
and 30 September 2021, 494,696,526 51,738,301 546,434,827 13.04% 3,942,840
respectively (90.53%) (9.47%)
Note 1* -- In relation to the total number of shares voted at the AGM. Only the ‘for’ and ‘against’ votes are counted
and together add up to 100%. A ‘vote abstained’ is not considered to be a vote in law and will therefore not be
counted in the calculation of the proportion of the votes ‘for’ and ‘against’ a resolution.
Note 2** -- Excluding treasury shares held by Steinhoff and a number of Steinhoff subsidiaries in aggregate of
119,500,388 shares.
Note 3 *** -- Only active abstentions are counted. No votes at the meeting, are not included.
Note 4 ****-- The proposal is subject to the passing of the resolution of agenda item 6.
JSE Sponsor: PSG Capital
Stellenbosch, South Africa
28 August 2020
Date: 28-08-2020 05:10:00
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