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DGAP-News: Steinhoff International Holdings N.V.
/ Key word(s): AGM/EGM
Steinhoff International Holdings N.V. : ​​​​​​​RESULTS OF THE GENERAL MEETING
02.09.2019 / 15:10
The issuer is solely responsible for the content of this announcement.
RESULTS OF THE GENERAL MEETING
Shareholders are hereby advised that at the general meeting of Steinhoff International Holdings N.V. ("Steinhoff" or "the Company") held at 13:00pm CET on 30 August 2019, at Steigenberger Airport Hotel, Stationsplein Zuid-West 951, 1117 CE Schiphol, Municipality of Haarlemmermeer, The Netherlands (the "AGM"), all of the resolutions proposed in the notice of meeting made available to shareholders on the Company's website on 19 July 2019 were passed by the requisite majority of votes cast by the Steinhoff shareholders present or represented at the AGM.
Number of shares present or represented: 1,043,431,791 (this includes votes abstained, as per the below)
% of issued share capital: 25.16% **
The detailed voting results of the AGM are set out below:
 |
Number of votes for resolution (%)
* |
Number 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 2017 |
358,078,330
(55.37%) |
288,619,147 (44.63%) |
646,697,477 |
15.59% |
395,703,252 |
Agenda Item 5.5:
Proposal to adopt the annual accounts for the financial year ended 30 September 2018 |
359,847,363
(55.56%) |
287,810,114 (44.44%) |
647,657,477 |
15.61% |
395,703,252 |
Agenda Item 7.3:
Proposal to appoint Paul Copley as a member of the Supervisory Board |
1,038,925,259
(99.82%) |
1,876,730
(0.18%) |
1,040,801,989 |
25.09% |
2,558,640 |
Agenda Item 7.4:
Proposal to appoint David Pauker as a member of the Supervisory Board |
1,039,213,781
(99.85%) |
1,582,170
(0.15%) |
1,040,795,951 |
25.09% |
2,564,778 |
Agenda Item 7.5:
Proposal to re-appoint Peter Wakkie as a member of the Supervisory Board |
1,038,928,660
(99.93%) |
763,147
(0.07%) |
1,039,691,807 |
25.07% |
3,668,922 |
Agenda Item 8:
Proposal to establish the remuneration of the members of the Supervisory Board |
946,120,407
(90.90%) |
94,707,465
(9.10%) |
1,040,827,872 |
25.09% |
2,532,857 |
Agenda Item 9.1:
Proposal to reduce the capital of the Company by reducing the nominal value of the Company's ordinary shares (the "Capital Reduction") |
1,034,692,670
(99,48%) |
5,386,834
(0.52%) |
1,040,079,504 |
25.07% |
3,281,225 |
Agenda Item 9.2:
Proposal to amend the Company's articles of association to give effect to the Capital Reduction |
1,034,711,032
(99.58%) |
4,415,471
(0.42%) |
1,039,126,503 |
25.05% |
4,234,226 |
Agenda Item 9.3:
Proposal to amend the Company's articles of association to implement changes to remuneration provisions |
644,354,303
(62.44%) |
387,583,437 (37.56%) |
1,031,937,740 |
24.88% |
11,422,988 |
Agenda Item 9.4:
Proposal to amend the Company's articles of association to implement governance changes |
1,029,040,167
(99.18%) |
8,464,120
(0.82%) |
1,037,504,287 |
25.01% |
5,856,442 |
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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 number of Steinhoff entities in aggregate of 161,794,976 shares.
Note 3 *** -- Only active abstentions are counted. No votes at the meeting, are not included.
The Supervisory Board welcomes the new members and looks forward to their valuable contributions.
External Auditor
The Supervisory Board is very pleased to announce that - upon recommendation by the Audit Committee - it has nominated Mazars as the Company's external auditor for the 2019 financial year. As part of its selection process, the Audit Committee interviewed representatives of several Dutch audit firms that are allowed to perform statutory audits of the annual accounts of Dutch companies whose securities are admitted to trading on a regulated market. Upon their appointment, Mazars Netherlands will be the external auditor of the Steinhoff Group. The Dutch Mazars audit team will work closely with their colleagues in the UK, South Africa and France and in other jurisdictions where possible.
The Management Board and the Supervisory Board are not only very pleased with the nomination but are also grateful to Mazars that they are willing to accept the engagement as our auditor under our present circumstances. Mazars nomination will be proposed for appointment by the General Meeting at an extraordinary general meeting.
Amsterdam
2 September 2019
02.09.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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