from Steinhoff International Holdings N.V. (NASDAQ:SNHFF)
Steinhoff International Holdings N.V. : VOTING RESULTS OF THE ANNUAL GENERAL MEETING
EQS-News: Steinhoff International Holdings N.V. / Key word(s): AGM/EGM
Steinhoff International Holdings N.V. : VOTING RESULTS OF THE ANNUAL GENERAL MEETING
22.03.2023 / 16:47 CET/CEST
The issuer is solely responsible for the content of this announcement.
VOTING RESULTS OF THE ANNUAL 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 22 March 2023 at Muziekgebouw aan ’t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, and which was accessible via webcast with details available on the Company’s website (www.steinhoffinternational.com) (the “AGM”), none of the resolutions proposed in the notice of meeting made available to shareholders on the Company’s website on 8 February 2023 were passed by the requisite majority of votes cast by the Steinhoff shareholders present or represented at the AGM.
Number of shares represented: 1,806,967,780 (this includes votes abstained, as per the below)
Percentage of issued and outstanding share capital represented: 42.69%**
The detailed voting results of the AGM are set out below:
| Number of votes for resolution* | % of votes for resolution* | Number of votes against resolution* | % of votes against resolution | Number of shares voted for and against at the AGM | Number of shares voted for and against at the AGM as a percentage (%) of shares in issue as at Record Date** | Number of votes abstained *** | |
| Agenda item 4.4: Proposal to adopt the annual accounts for the financial year ended 30 September 2022 | 698,741,335 | 39.48% | 1,071,260,495 | 60.52% | 1,770,001,830 | 41.81% | 27,222,797 |
| Agenda item 5: Proposal to re-appoint Mr. David Pauker as a Supervisory Director | 622,034,690 | 35.15% | 1,147,710,216 | 64.85% | 1,769,744,906 | 41.81% | 27,269,721 |
| Agenda item 6.1: Proposal to cast an advisory vote in respect of the remuneration report for the financial year ended 30 September 2022 | 582,393,359 | 32.71% | 1,197,980,965 | 67.29% | 1,780,374,324 | 42.06% | 16,850,303 |
| Agenda item 6.2: Proposal to amend the remuneration policy applicable to Managing Directors | 410,868,613 | 23.08% | 1,369,548,418 | 76.92% | 1,780,417,031 | 42.06% | 16,807,596 |
| Agenda item 7: Proposal to appoint Mazars Accountants N.V. as statutory audit firm for the financial year ending on 30 September 2024 | 705,471,633 | 39.86% | 1,064,348,379 | 60.14% | 1,769,820,012 | 41.81% | 27,404,615 |
| Agenda item 8.1: Combined proposal to approve the Transaction, including the Transfer in accordance with Section 2:107a of the Dutch Civil Code and the issuance of the Contingent Value Rights by New Topco to the Shareholders, and to resolve to dissolve the Company following the completion of the Transfer and subject to the Dissolution Conditions | 689,503,909 | 38.55% | 1,099,180,892 | 61.45% | 1,788,684,801 | 42.25% | 8,539,826 |
| Agenda item 8.2: Proposal to appoint New Topco as custodian of the books, records and other data carriers of the Company, with effect as of the Dissolution (only to be voted upon if agenda item 8.1 is adopted) | Voting cancelled | Voting cancelled | Voting cancelled | Voting cancelled | Voting cancelled | Voting cancelled | Voting cancelled |
| Agenda item 9: Proposal to authorise the Management Board to issue (or grant rights to subscribe for) ordinary shares and to limit or exclude shareholders’ pre-emption rights (only to be voted upon if agenda item 8.1 is not adopted) | 559,912,486 | 31.43% | 1,221,594,922 | 68.57% | 1,781,507,408 | 42.09% | 9,642,317 |
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 a Steinhoff subsidiary in aggregate of 36,533,888 shares.
*** Only active abstentions are counted. Votes that were not cast at the meeting, are not included.
CHANGE IN SUPERVISORY BOARD
At the AGM, the proposed re-appointment of Mr. David Pauker as a Supervisory Director was rejected.
Mr. Pauker has served on the Supervisory Board for almost four years. We sincerely thank him for all his valuable contributions.
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE Limited.
Stellenbosch, South Africa
22 March 2023
22.03.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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| Language: | English |
| Company: | Steinhoff International Holdings N.V. |
| cnr Adam Tas and Devon Valley Road | |
| 7600 Stellenbosch | |
| South Africa | |
| Phone: | +27218080700 |
| Fax: | +27218080800 |
| E-mail: | investors@steinhoffinternational.com |
| Internet: | www.steinhoffinternational.com |
| ISIN: | NL0011375019 |
| WKN: | A14XB9 |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1589691 |
| End of News | EQS News Service |
1589691 22.03.2023 CET/CEST