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Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN:
NL0011375019Steinhoff International Holdings N.V. - Notice of Extraordinary General Meeting
Shareholders are referred to the notice of an extraordinary general meeting of Steinhoff International
Holdings N.V. (the “Company”), with its corporate seat in Amsterdam, the Netherlands, to be held
on Wednesday, 26 July 2023, at 13:00 CET at DoubleTree by Hilton, Amsterdam Centraal Station,
Oosterdoksstraat 4, 1011 DK Amsterdam, the Netherlands, and which will be accessible via webcast
with details available on the Company’s website (
www.steinhoffinternational.com) (the “EGM”), as
posted on the Company’s website today (the “Notice”).
Hybrid EGM
The Company accommodates its shareholders (the “Shareholders”) in attending the EGM virtually
through electronic means, without the need to physically attend the EGM. Participating virtually in
the EGM is subject to the Company’s hybrid meeting policy which is available on the Company’s
website (
www.steinhoffinternational.com).The management board of the Company (the “Management Board”) may take precautionary
measures to safeguard the health and safety of the Company’s employees and the participants of
the EGM. The Company shall publish any health and safety guidelines for attending the EGM on its
website (
www.steinhoffinternational.com) if and when appropriate. Shareholders should therefore
check the Company’s website (
www.steinhoffinternational.com) for any updates. If Shareholders or
other persons with meeting rights do not wish to physically attend the EGM, they can only cast their
votes if voting rights accrue by way of electronic means during the hybrid EGM or by granting a
proxy in accordance with the information contained in the ‘General Information’ section of the Notice.
Questions
Shareholders and other persons with meeting rights are invited to submit any questions related to
any of the agenda items prior to the EGM in the English language by e-mail to
compsec@steinhoffinternational.com by no later than Friday, 21 July 2023. These questions will be
answered during the EGM and the questions and answers shall be published on the Company’s
website (
www.steinhoffinternational.com) after the EGM. Further questions can be asked during the
EGM in the physical meeting or by submitting such questions in the English language through the
digital voting platform. The chairperson of the EGM may determine that, in the interest of the order
of business of the meeting, it can reasonably not be required to answer one or more specific further
questions in light of the circumstances at the time of the EGM.
The agenda of the EGM contains the following subjects:
AGENDA
1 Opening
2 Shareholder Q&A
3 Dissolution
3.1 Proposal to resolve to dissolve the Company (voting item)
3.2 Proposal to appoint Steinhoff Topco B.V. as custodian of the books, records and other data
carriers of the Company, with effect as of the Dissolution (only to be discussed and voted
upon if agenda item 3 is adopted) (voting item)
4 Any other business
5 Closing
GENERAL INFORMATION
All Shareholders and other persons with meeting rights who wish to participate in the EGM are
referred to the registration and attendance instructions contained in the ‘General Information’ section
of the Notice.
1. Meeting documents
Copies of the Notice, agenda and explanatory notes thereto, including the appendices and other
meeting documents, are provided upon request and free of charge. Digital copies are available on
the Company’s website (
www.steinhoffinternational.com) and may also be obtained via e-mail:
compsec@steinhoffinternational.com. Hard copies are made available for inspection at the office of
the Company (Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch,
7600 South Africa).
2. Record Date
In accordance with Dutch law and the Company’s articles of association, persons entitled to attend,
speak and, if applicable, vote at the EGM are Shareholders registered as such on Wednesday,
19 July 2023 (the “Record Date”) in the register of shareholders kept by the Management Board,
regardless of whether the shares in the capital of the Company (“Shares”) are still held by them at
the date of the EGM, provided that such persons have registered themselves for the EGM in the
manner specified in the Notice.
Last day of trading for Securities held on the FSE
The date on which beneficiaries of Securities (as defined in the Notice) listed on the FSE must be
recorded as such in the register of PLC Nominees (Pty) Limited to be eligible to attend and vote at
the EGM is the Record Date. Any transaction in Securities traded on the FSE must be concluded
prior to the close of trading on Monday 17 July 2023 to ensure these transactions are settled on the
Record Date.
Last day of trading for Shares held on the JSE
The date on which holders of Securities traded on the JSE must be recorded as such in the securities
register maintained by the Company’s transfer secretaries (Computershare Investor Services
Property Limited) to be eligible to attend and vote at the EGM is the Record Date. Accordingly, the
last day to trade in Securities traded on the JSE to ensure these transactions are settled on the
Record Date and are recorded in such register is Friday 14 July 2023.
3. Registration instructions
Shareholders, persons with meeting rights or their proxies, who wish to either physically or virtually
attend and exercise their rights in the EGM, should notify their intended participation in accordance
with the instructions set out in the Notice from Wednesday, 19 July 2023 until 13:00 CET on
Monday, 24 July 2023 at the latest.
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the
JSE Limited.
11 July 2023
JSE Sponsor: PSG Capita
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