STEINHOFF INTERNATIONAL HOLDINGS N.V. - Results Of The General Meeting |
28 March 2022 7:05 |
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 hybrid annual general meeting of Steinhoff International Holdings N.V.
(“Steinhoff” or the “Company”) held at 13:00 CET on 25 March 2022 at Muziekgebouw aan ’t IJ, Piet Heinkade 1, 1019
BR Amsterdam, the Netherlands, as well as 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 11 February 2022 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 annual accounts for the financial year ended 30 September 2021 (agenda item
4.4);
(ii) the resolution to re-appoint Mr. Louis du Preez as a Managing Director (agenda item 6.1);
(iii) the resolution to re-appoint Mr. Theodore de Klerk as a Managing Director (agenda item 6.2);
(iv) the resolution to re-appoint Ms. Moira Moses as a Supervisory Director (agenda item 7.1);
(v) the resolution to re-appoint Mr. Paul Copley as a Supervisory Director (agenda item 7.2);
(vi) the resolution to re-appoint Dr. Hugo Nelson as a Supervisory Director (agenda item 7.3);
(vii) the resolution to re-appoint Ms. Alexandra Watson as a Supervisory Director (agenda item 7.4);
(viii) the resolution to authorise the Management Board in order for the Company to acquire Shares in connection
with the Company’s long-term incentive plan (agenda item 10.1);
(ix) the resolution to authorise the Management Board in order for the Company to acquire Shares for other
purposes (agenda item 10.2); and
(x) the resolution to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30
September 2022 and 30 September 2023, respectively (agenda item 11).
Number of shares present or represented: 830,384,564 (this includes votes abstained, as per the below)
% of issued share capital: 19.63%**
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 4.4:
Proposal to adopt the
785,256,457 38,878,750 824,135,207 19.49% 5,745,257
annual accounts for the
(95.28%) (4.72%)
financial year ended 30
September 2021
Agenda Item 5.1:
Proposal for limited
release from liability of the 410,149,396 412,042,928 822,192,324 19.44% 7,688,140
Managing Directors of the (49.88%) (50.12%)
Company for their
management of the
Company
Agenda Item 5.2:
Proposal for limited
release from liability of the 408,698,346 413,490,578 822,188,924 19.44% 7,691,540
Supervisory Directors for (49.71%) (50.29%)
their supervision of the
Company
Agenda Item 6.1:
Proposal to re-appoint Mr. 786,018,516 38,874,463 824,892,979 19.50% 4,987,484
Louis du Preez as a (95.29%) (4.71%)
Managing Director
Agenda Item 6.2:
Proposal to re-appoint Mr. 819,200,682 5,717,718 824,918,400 19.50% 4,962,063
Theodore de Klerk as a (99.31%) (0.69%)
Managing Director
Agenda Item 7.1:
Proposal to re-appoint Ms. 776,041,732 10,370,529 786,412,261 18.59% 5,102,825
Moira Moses as a (98.68%) (1.32%)
Supervisory Director
Agenda Item 7.2:
Proposal to re-appoint Mr. 786,011,753 514,849 786,526,602 18.60% 4,988,484
Paul Copley as a (99.93%) (0.07%)
Supervisory Director
Agenda Item 7.3:
Proposal to re-appoint Dr. 711,751,879 74,774,723 786,526,602 18.60% 4,988,484
Hugo Nelson as a (90.49%) (9.51%)
Supervisory Director
Agenda Item 7.4:
Proposal to re-appoint Ms. 786,008,078 512,524 786,520,602 18.60% 4,994,484
Alexandra Watson as a (99.93%) (0.07%)
Supervisory Director
Agenda Item 8.1:
Proposal to cast an 286,926,452 535,870,880 822,797,332 19.45% 7,083,131
advisory vote in respect of (34.87%) (65.13%)
the remuneration report
for the financial year
ended 30 September 2021
Agenda Item 8.2:
Proposal to amend the 366,941,810 455,606,094 822,547,904 19.45% 7,332,559
remuneration policy (44.61%) (55.39%)
applicable to Managing
Directors
Agenda Item 9:
Proposal to approve an 398,499,001 423,372,247 821,871,248 19.43% 8,009,215
amended share plan for (48.49%) (51.51%)
Managing Directors
Agenda Item 10.1:
Proposal to authorise the
Management Board in
order for the Company to 413,623,553 409,193,318 822,816,871 19.45% 7,063,592
acquire Shares in (50.27%) (49.73%)
connection with the
Company’s long-term
incentive plan
Agenda Item 10.2:
Proposal to authorise the
Management Board in 751,112,087 71,740,644 822,852,731 19.46% 7,027,732
order for the Company to (91.28%) (8.72%)
acquire Shares for other
purposes
Agenda Item 10.3:
Proposal to authorise the
Management Board to
issue (or grant rights to
subscribe for) Shares and 323,361,926 499,172,819 822,534,745 19.45% 7,345,718
to limit or exclude (39,31%) (60.69%)
shareholders’ pre-emption
rights in connection with
the Company’s long-term
incentive plan
Agenda Item 10.4:
Proposal to authorise the
Management Board to
issue (or grant rights to
subscribe for) Shares and 238,427,919 583,977,448 822,405,367 19.44% 7,475,096
to limit or exclude (28.99%) (71.01%)
shareholders’ pre-emption
rights for shareholders for
other purposes
Agenda Item 10.5:
Proposal to authorise the
Management Board to
issue (or grant rights to 411,052,042 411,363,724 822,415,766 19.45% 7,464,697
subscribe for) Shares with (49.98%) (50.02%)
pre-emption rights for
shareholders for other
purposes
Agenda Item 11:
Proposal to appoint
Mazars Accountants N.V. 786,035,423 534,570 786,569,993 18.60% 43,310,470
as statutory audit firm for (99.93%) (0.07%)
the financial years ending
on 30 September 2022
and 30 September 2023,
respectively
Notes:
* -- 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.
** -- Excluding treasury shares held by certain Steinhoff subsidiaries in aggregate of 40,186,472 shares.
*** -- Only active abstentions are counted. Votes that were not cast at the meeting, are not included.
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE Limited.
Stellenbosch, South Africa
28 March 2022
JSE Sponsor: PSG Capital
Date: 28-03-2022 07:05:00
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