EQS-HV: Steinhoff International Holdings NV: Bekanntmachung der Einberufung zur Hauptversammlung am 16.03.2023 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

EQS-News: Steinhoff International Holdings NV

/ Bekanntmachung der Einberufung zur Hauptversammlung

Steinhoff International Holdings NV: Bekanntmachung der Einberufung zur Hauptversammlung am 16.03.2023 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

08.02.2023 / 15:05 CET/CEST

Bekanntmachung gemäß §121 AktG, übermittelt durch EQS News
- ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Annual General Meeting of Steinhoff International Holdings N.V.
Wednesday, 22 March 2023

Shareholders are referred to the notice of annual general meeting of Steinhoff International Holdings N.V. (the “Company”), with corporate seat in Amsterdam, the Netherlands, to be held on Wednesday, 22 March 2023, at 13:00 CET at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, and which will be accessible via webcast with details available on the Company’s website (www.steinhoffinternational.com) (the “AGM”), as posted on the Company’s website today (the “Notice”).

Hybrid AGM

The Company accommodates its shareholders (the “Shareholders”) in attending the AGM virtually through electronic means, without the need to physically attend the AGM. Participating virtually in the AGM 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 AGM. The Company shall publish any health and safety guidelines for attending the AGM 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 AGM, they can only cast their votes if voting rights accrue by way of electronic means during the hybrid AGM or by granting a proxy in accordance with the information contained in the ‘General Information’ section of the Notice.

Please also refer to the ‘General Information’ section of the Notice for further instructions and information on the registration for, and participation and voting at, the AGM.

Questions

Shareholders and other persons with meeting rights are invited to submit any questions related to any of the agenda items prior to the AGM in the English language by e-mail to

compsec@steinhoffinternational.com

by no later than Wednesday, 15 March 2023. These questions will be answered during the AGM and the questions and answers shall be published on the Company’s website (www.steinhoffinternational.com) after the AGM. Further questions can be asked during the AGM in the physical meeting or by submitting such questions in the English language through the digital voting platform. The chairperson of the AGM 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 AGM.

Total number of shares and voting rights

The total number of shares and voting rights as at date of the Notice are as follows: 4,269,609,051 shares and 4,233,075,163 voting rights.

AGENDA

Wednesday, 22 March 2023

The AGM is to be held on Wednesday, 22 March 2023, at 13:00 CET at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, and will be accessible via webcast with details available on the Company’s website (www.steinhoffinternational.com).The resolutions proposed to the Company’s general meeting of shareholders at the AGM require a simple majority of over 50 per cent of votes cast to be passed, with the exception of the proposal under agenda item 9 which requires a majority of at least two-thirds of the votes cast in the event that less than one-half of the Company’s issued capital is present or represented at the AGM.

1

Opening

2

Presentation to Shareholders and discussion on the equity position of the Company (Section 2:108a of the Dutch Civil Code) (discussion item)

3

Shareholder Q&A

4

Annual Reporting 2022

4.1

Report of the Management Board, including the report of the supervisory board of the Company (the “Supervisory Board”), for the financial year ended 30 September 2022 (discussion item)

4.2

Explanation of any substantial change in the corporate governance structure of the Company and compliance with the Dutch Corporate Governance Code (discussion item)

4.3

Explanation of the policy on profits and reserves for the financial year ended 30 September 2022 (discussion item)

4.4

Proposal to adopt the annual accounts for the financial year ended 30 September 2022 (voting item)

5

Composition of the Supervisory Board

Proposal to re-appoint Mr. David Pauker as a Supervisory Director (voting item)

6

Remuneration

6.1

Proposal to cast an advisory vote in respect of the remuneration report for the financial year ended 30 September 2022 (voting item)

6.2

Proposal to amend the remuneration policy applicable to Managing Directors (voting item)

7

Appointment of the statutory audit firm for the financial year ending 30 September 2024

Proposal to appoint Mazars Accountants N.V. as statutory audit firm for the financial year ending on 30 September 2024 (voting item)

8

Transaction, Transfer, issuance CVRs and Dissolution

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 CVRs 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 (as soon as the Company will cease to exist by operation of law pursuant to the Dissolution, this will effectively result in removal of the listing of the Company’s securities from the Johannesburg Stock Exchange (“JSE”) and termination of the listing of the Company’s securities on the Frankfurt Stock Exchange (“FSE”)) (“Transaction” as defined in the Shareholder Circular appended to the Notice, and each of “Transfer”, “CVRs”, “New Topco”, “Dissolution Conditions” and “Dissolution” as defined in the Notice) (voting 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 discussed and voted upon if agenda item 8.1 is adopted) (voting item)

9

Authorisation issuance of shares or rights to subscribe for shares

Proposal to authorise the Management Board to issue (or grant rights to subscribe for) ordinary shares in the capital of the Company and to limit or exclude shareholders’ pre-emption rights (only to be discussed and voted upon if agenda item 8.1 is not adopted) (voting item)

10

Any other business

11

Closing

GENERAL INFORMATION

1.

Hybrid AGM

The Company accommodates its Shareholders, persons with meeting rights or their proxies in attending the AGM virtually through electronic means, without the need to physically attend the AGM. Participating virtually in the AGM is subject to the Hybrid Meeting Policy which is available on the Company’s website (www.steinhoffinternational.com).

The Management Board may take precautionary measures to safeguard the health and safety of the Company’s employees and the participants of the AGM. The Company shall publish any health and safety guidelines for attending the AGM 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 AGM, they can only cast their votes if voting rights accrue by way of electronic means during the hybrid AGM or by granting a proxy in accordance with the information below.

2.

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).

3.

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 AGM are Shareholders registered as such on Wednesday, 22 February 2023 (the “Record Date”) in the register of shareholders kept by the Management Board after all debit and credit entries have been made on the Record Date, regardless of whether the shares in the capital of the Company (“Shares”) are still held by them at the date of the AGM, provided that such persons have registered themselves for the AGM in the manner specified below in paragraph 4.

Last day of trading for Securities held on the FSE

The date on which beneficiaries of Securities (as defined below) listed on the FSE must be recorded as such in the register of PLC Nominees (Pty) Limited (the “Nominee”) to be eligible to attend and vote at the AGM is the Record Date, with the last day of trading on the FSE being Friday, 17 February 2023.

Last day of trading for Shares held on the JSE

The date on which holders of Shares listed on the JSE must be recorded as such in the register of shareholders of the Company to be eligible to attend and vote at the AGM is the Record Date, with the last day of trading on the JSE being Friday, 17 February 2023.

4.

Registration instructions

a.

How to register for attendance in respect of Securities held on the FSE

Any person holding securities with a beneficial entitlement to Shares listed on the FSE (“Securities”) that are held for their benefit by the Nominee, who wishes to either physically or virtually attend and exercise their rights in the AGM (if by proxy, please refer to the voting and proxy instructions below in paragraph 6), should notify their intended participation to Computershare Germany.

The holder of Securities or their intermediary can make the notification to Computershare Germany from Thursday, 23 February 2023 until 11:00 a.m. CET on Wednesday, 15 March 2023 at the latest by submitting a statement confirming their holding of Securities (including name, address and the number of Securities held on the Record Date). Such statement must be submitted, together with confirmation whether such holder of Securities intends to attend the AGM physically or virtually via webcast by e-mailing:

anmeldestelle@computershare.de

or by sending a written notification to:

Steinhoff International Holdings N.V.
AGM 2023
c/o Computershare Deutschland GmbH & Co. KG
Computershare Operations Center
80249 Munich
Germany

Upon registration a holder of Securities will receive a (virtual) attendance card (the “Attendance Card”) and the relevant Proxy and Voting Instruction Form (the “Proxy Form”). The holder of Securities (or their proxy) must hand over the Attendance Card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the physical AGM in order to gain access to the AGM. If such holder has registered to attend the AGM via webcast, the Attendance Card will include the relevant details to enter the hybrid AGM. If such holder does not wish to or is unable to attend the AGM but wishes to be represented thereat, they may grant a proxy by completing a Proxy Form and by submitting the same in accordance with the instructions below in paragraph 6.

The Nominee is reflected as the holder of the Shares in the register of shareholders of the Company. The Nominee is required to vote the relevant Shares in accordance with the instructions of a holder of Securities who wishes to exercise voting rights in respect of the Shares to which their Securities relate or must grant the relevant holder of Securities a proxy to vote on its behalf in respect of the relevant Shares. In order to communicate those voting instructions to the Nominee, or to obtain a proxy from the Nominee, holders of Securities will need to follow the directions provided by their intermediary.

b.

How to register for attendance in respect of Shares held on the JSE in “own name”

A holder of Shares listed on the JSE in “own name”, who wishes to either physically or virtually attend and exercise their rights in the AGM (if by proxy, please refer to the voting and proxy instructions below in paragraph 6), should notify their intended participation to Computershare South Africa.

The holder of Shares listed on the JSE in “own name” can make the notification to Computershare South Africa from Thursday, 23 February 2023 until 11:00 a.m. CET on Wednesday, 15 March 2023 at the latest by e-mailing:

proxy@computershare.co.za

or by sending a written notification, including a copy of a valid ID (such as a passport or driving licence) and any power of attorney, where applicable, to:

Computershare Investor Services Pty Ltd
Rosebank Towers, 15 Biermann Avenue
Rosebank 2196
South Africa
(Private Bag X9000, Saxonwold, 2132)
Attention: Wynand Louw

Upon registration a holder of Shares listed on the JSE in “own name” will receive an Attendance Card and the relevant Proxy Form. The holder of Shares (or their proxy) must hand over the Attendance Card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the physical AGM in order to gain access to the AGM. If such holder has registered to attend the AGM via webcast, the Attendance Card will include the relevant details to enter the hybrid AGM. If such holder does not wish to or is unable to attend the AGM but wishes to be represented thereat, they may grant a proxy by completing a Proxy Form and by submitting the same in accordance with the instructions below in paragraph 6.

c.

How to register for attendance in respect of Shares held on the JSE other than in “own name”

A holder of Shares listed on the JSE other than in “own name”, who wishes to either physically or virtually attend and exercise their rights in the AGM (if by proxy, please refer to the voting and proxy instructions below in paragraph 6), should instruct their Central Securities Depository Participant (“CSDP”), broker or nominee to provide them with the necessary authority (letter of representation or power of attorney) to attend the AGM, in the manner stipulated in terms of the agreement governing their relationship with the CSDP, broker or nominee.

The CSDP, broker or nominee can submit such letter of representation or power of attorney to Computershare South Africa from Thursday, 23 February 2023 until 11:00 a.m. CET on Wednesday, 15 March 2023 at the latest by e-mailing:

proxy@computershare.co.za

or by sending a written notification to:

Computershare Investor Services Pty Ltd
Rosebank Towers
15 Biermann Avenue
Rosebank 2196
South Africa
(Private Bag X9000, Saxonwold, 2132)
Attention: Wynand Louw

Upon registration Computershare South Africa will issue an Attendance Card and the relevant Proxy Form to the CSDP, broker or nominee for onward submission to the relevant Shareholder. The relevant authority to attend the AGM must be used to qualify for attendance at the AGM. A holder of Shares held on the JSE other than in “own name”, who does not wish to or is unable to attend the AGM should provide their CSDP, broker or nominee with their voting instructions in the manner stipulated in the agreement governing their relationship with the CSDP, broker or nominee. Those instructions must be provided to the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee.

5.

Admission and access

a. Admission to the physical AGM

Registration for admission will take place at the registration desk at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, between 12:00 CET, and the commencement of the AGM at 13:00 CET on Wednesday, 22 March 2023. It is not possible to register after this time. Attendees may be asked to produce proof of identity (together with any relevant letter of representation or power of attorney) and may be denied access in the event that such proof of identity (together with any relevant letter of representation or power of attorney) is not produced. All attendees of the AGM are therefore requested to bring a valid ID (such as a passport or driving licence) to the venue in the Netherlands. Attendees will need to present their Attendance Card upon registration or may be denied access. Any health and safety guidelines imposed on the attendees should be duly observed.

b. Access to the AGM via webcast

Attendees who have been successfully registered for the AGM via webcast will be able to access the hybrid AGM by logging in with the credentials as included in the Attendance Card to the webcast with details available on the Company’s website (www.steinhoffinternational.com) between 12.00 CET and the commencement of the AGM at 13:00 CET on Wednesday, 22 March 2023. Attendees who log in afterwards will only have access to the live stream to follow the AGM, but will not be able to vote nor ask any questions.

6.

Instructions for attendance and voting by proxy

a. Appointing a named individual as proxy

Under Dutch law and the Company’s articles of association, a Shareholder or other person with meeting rights shall be entitled to attend, speak and, to the extent applicable, exercise their voting rights in the AGM by a proxy authorised in writing. If the proxy intends to attend the physical venue for the AGM, the proxy must present their Proxy Form (together with any relevant/underlying letter of representation or power of attorney), their Attendance Card and, if requested, a valid ID (such as a passport or driving licence) at the registration desk prior to the AGM.

If a Shareholder or any other person with meeting rights wishes to appoint a named individual as proxy to attend, speak and, to the extent applicable, exercise their voting rights in the AGM, the Proxy Form is available on the Company’s website (www.steinhoffinternational.com) as from today. A digital copy may also be obtained via e-mail:

compsec@steinhoffinternational.com

Proxy Forms are also available in hard copy at the office of the Company (Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch, 7600 South Africa).

b. Appointing the independent third party as proxy

A Shareholder and any other person with voting rights may also elect to authorise in writing Mr. Gijs ter Braak, civil-law notary in Amsterdam, the Netherlands, his replacement and/or any (deputy or associated) civil-law notary of Simmons & Simmons LLP, Amsterdam office, to vote as their proxy at the AGM (in accordance with the instructions given). The Proxy Form should always be granted with clear voting instructions. In the absence of voting instructions or in the event that the proxy is granted to the independent third party without clear voting instructions, it shall be deemed to include a voting instruction to the independent third party to vote in favour of all agenda items that have been proposed to be put to a vote at the AGM.

If a Shareholder or any other person with voting rights wishes to appoint the independent third party as proxy to exercise their voting rights at the AGM, the Proxy Form is available on the Company’s website (www.steinhoffinternational.com) as from today. A digital copy may also be obtained via e-mail:

compsec@steinhoffinternational.com

Proxy Forms are also available in hard copy at the office of the Company (Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch, 7600 South Africa).

Shareholders appointing a named individual or the independent third party as their proxy must submit the duly signed Proxy Forms to Computershare Germany (FSE Securities) or Computershare South Africa (JSE Shares) by no later than 11:00 a.m. CET on Wednesday, 15 March 2023.

Duly signed Proxy Forms in respect of Securities listed on the FSE should be submitted, together with a copy of a valid ID (such as a passport or driving licence) and any relevant/underlying letter of representation or power of attorney, where applicable, to Computershare Germany by e-mailing:

anmeldestelle@computershare.de

or by sending a hard copy to the following address:

Steinhoff International Holdings N.V.
AGM 2023
c/o Computershare Deutschland GmbH & Co. KG
Computershare Operations Center
80249 Munich
Germany

Duly signed Proxy Forms in respect of Shares listed on the JSE should be submitted, together with a copy of a valid ID (such as a passport or driving licence) and any relevant/underlying letter of representation or power of attorney, where applicable, to Computershare South Africa by e-mailing:

proxy@computershare.co.za

or by sending a hard copy to:

Computershare Investor Services Pty Ltd
Rosebank Towers
15 Biermann Avenue
Rosebank 2196
South Africa
(Private Bag X9000, Saxonwold, 2132)
Attention: Wynand Louw

7.

Asking questions prior to and during the AGM

Shareholders and other persons with meeting rights may submit questions relating to any of the agenda items prior to the AGM in the English language by e-mail to

compsec@steinhoffinternational.com

by no later than Wednesday, 15 March 2023. These questions will be answered during the AGM and shall be published on the Company’s website (www.steinhoffinternational.com) after the AGM. When submitting any questions, please state your full name, e-mail address, the number of registered Shares and preferably provide a copy of your Attendance Card, or alternatively a statement confirming your holding of Securities or Shares.

Further questions can be asked during the AGM in the physical meeting and by submitting such questions in the English language through the digital voting platform. The Chairperson 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 AGM.

Steinhoff International Holdings N.V.

The Management Board

8 February 2023

Contact Details

Company Secretary:

Building B2
Vineyard Office Park Cnr Adam Tas & Devon Valley Road
Stellenbosch, 7600 South Africa
(PO Box 122, Stellenbosch, 7599)
Telephone: +27 21 808 0708
E-mail: compsec@steinhoffinternational.com
Attention: Sarah Radema

Computershare Germany:

Computershare South Africa:

Computershare Deutschland GmbH & Co. KG
Computershare Operations Center
80249 Munich, Germany
E-mail: anmeldestelle@computershare.de

Computershare Investor Services Pty Ltd
Rosebank Towers
15 Biermann Avenue
Rosebank 2196
South Africa
(Private Bag X9000, Saxonwold, 2132)
E-mail: proxy@computershare.co.za
Attention: Wynand Louw

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Sprache:

Deutsch

Unternehmen:

Steinhoff International Holdings NV

Cnr Adam Tas & Devon Valley Road

7600 Stellenbosch

SudafrikaSüdafrika

E-Mail:

sarah.radema@steinhoff.co.za

Internet:

https://www.steinhoffinternational.com/index.php

Ende der Mitteilung

EQS News-Service

1555227 08.02.2023 CET/CEST