Steinhoff International Holdings NV
Annual General Meeting
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 Friday, 30 April 2021, at 13:00 CET at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, and which will be accessible
via webcast on the Company’s website (www.steinhoffinternational.com) (the ‘AGM‘), as posted on the Company’s website on 19 March 2021.
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 published on the Company’s website (www.steinhoffinternational.com)
simultaneously with this notice (the ‘Hybrid Meeting Policy‘).
The health and safety of the Company’s employees, Shareholders and other stakeholders is a key priority for the Company. To
limit health and safety risks in light of the COVID-19 pandemic, the management board of the Company (the ‘Management Board‘) recommends that the Shareholders participate in the AGM by proxy or virtually only, without physically attending the AGM,
subject to the Hybrid Meeting Policy.
The Management Board may take further precautionary measures to safeguard the health and safety of its employees and the participants
of the AGM. These measures include, subject to an extension of the emergency legislation allowing fully virtual shareholders’
meetings, converting the AGM into a fully virtual AGM. Shareholders and other persons with meeting rights will in such case
not be able to physically attend the AGM and can only cast their votes if voting rights accrue by way of electronic means
during the virtual AGM or by granting a proxy.
Developments in connection with the COVID-19 pandemic will be closely monitored and the Company will publish updates, and
health and safety guidelines for attending the AGM on its website (www.steinhoffinternational.com) when appropriate. Shareholders
should therefore check the Company’s website (www.steinhoffinternational.com) on a regular basis for any updates. The Management
Board recommends that the Shareholders participate in the AGM by proxy or virtually only, and if a fully virtual AGM is deemed
appropriate by the Management Board, its decision thereto and the relevant information and procedures will be published in
the same manner as this notice prior to the AGM in a timely fashion.
Please refer to the ‘General Information’ section of this notice for further instructions and information on the registration
for, and participation and voting at, the AGM.
We are pleased to receive any questions you may have relating to any of the agenda items prior to the AGM. You are therefore
invited to submit such questions in the English language by e-mail to compsec@steinhoffinternational.com by Tuesday, 27 April
2021, at 13:00 CET at the latest. These questions will be answered during the AGM and 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
(if physical attendance is possible) and by submitting such questions in the English language through the digital voting platform.
In the event of a fully virtual AGM, 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 the light of the circumstances
at the time of the AGM.
AGENDA
Friday, 30 April 2021
The AGM is to be held on Friday, 30 April 2021, at 13:00 CET at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam,
the Netherlands, and will be accessible via webcast on the Company’s website (www.steinhoffinternational.com).The resolutions
proposed to the Company’s general meeting of shareholders (the ‘General Meeting‘) require a simple majority of over 50 per cent of votes cast to be passed.
1 |
Opening
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2 |
Presentation to Shareholders (discussion item)
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3 |
Shareholder Q&A (discussion item)
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4 |
Annual Reporting 2020
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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 2020 (discussion item)
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4.2 |
Proposal to cast an advisory vote in respect of the remuneration report for the financial year ended 30 September 2020 (voting item)
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4.3 |
Explanation of any substantial change in the corporate governance structure of the Company and compliance with the Dutch Corporate
Governance Code (discussion item)
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4.4 |
Explanation of the policy on profits and reserves for the financial year ended 30 September 2020 (discussion item)
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4.5 |
Proposal to adopt the annual accounts for the financial year ended 30 September 2020 (voting item)
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5 |
Composition of the Supervisory Board
Proposal to re-appoint Mr. Peter Wakkie as a member of the Supervisory Board (voting item)
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6 |
Remuneration
Proposal to amend the remuneration policy applicable to Managing Directors (voting item)
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7 |
Authorisation of the Management Board to acquire Shares
Proposal to authorise the Management Board in order for the Company to acquire shares in the capital of the Company (‘Shares‘) (voting item)
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8 |
Selection of the statutory audit firm for the financial year ending 30 September 2022 (discussion item)
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9 |
Any other business
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10 |
Closing
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GENERAL INFORMATION
Meeting documents
The agenda and explanatory notes thereto, including Appendices, are available on the Company’s website (www.steinhoffinternational.com).
These documents are also available for inspection at the office of the Company in South Africa (Building B2, Vineyard Office
Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch, 7600 South Africa), where hard copies may be obtained free of charge.
If you wish to receive copies of the documents, please do not hesitate to contact the company secretary, Ms. Sarah Radema,
Tel: +27 21 808 0708 / e-mail: compsec@steinhoffinternational.com.
Record Date
Under 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 Friday, 2 April 2021 (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 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.
The date on which beneficiaries of Securities (as defined below) listed on the Frankfurt Stock Exchange 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 trade on Frankfurt Stock Exchange
being Monday, 29 March 2021, as the Record Date falls on a public holiday in Germany.
The date on which holders of Shares listed on the JSE Limited 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 trade on JSE Limited being
Monday, 29 March 2021, as the Record Date falls on a public holiday in South Africa.
Registration to attend the 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 published on the Company’s website (www.steinhoffinternational.com) simultaneously with the notice
convening the AGM.
All Shareholders, persons with meeting rights or their proxies can (remotely) attend, speak and, if voting rights accrue,
vote during the hybrid AGM on all business of the AGM. In case of voting during the webcast of the AGM, votes can be cast
via the internet, therefore via the respective person’s own smartphone, tablet or personal computer.
All abovementioned persons who wish to attend, speak and raise questions, and, if applicable, vote at the AGM, are required
to register their intention to attend the AGM, specifying whether the respective person would like to attend the AGM at the
venue at Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, or via webcast, and further in accordance
with the instructions set out below. Upon such registration, each respective person receives a (virtual) attendance card (the
‘Attendance Card‘).
In case the person wishes to register for attendance via webcast, the Attendance Card includes log-in credentials for voting
and asking questions through the digital voting platform issued in his or her name from Computershare Germany or Computershare
South Africa. The Attendance Card for the AGM via webcast will include further information on how to log in to the virtual
AGM and a personal meeting ID and user credentials. Further instructions may be provided via the AGM section on the Company’s
website (www.steinhoffinternational.com) or by Computershare Germany or Computershare South Africa, as the case may be.
Covid-19 and virtual AGM
The health and safety of the Company’s employees, Shareholders and other stakeholders is a key priority for the Company. To
limit health and safety risks in light of the COVID-19 pandemic, the Management Board recommends that the Shareholders participate
in the AGM by proxy or virtually only, without physically attending the AGM, subject to the Hybrid Meeting Policy.
The Management Board may take further precautionary measures to safeguard the health and safety of its employees and the participants
of the AGM. These measures include, subject to an extension of the emergency legislation allowing fully virtual shareholders’
meetings, converting the AGM into a fully virtual AGM. Shareholders and other persons with meeting rights will in such case
not be able to physically attend the AGM and can only cast their votes if voting rights accrue by way of electronic means
during the virtual AGM or by granting a proxy.
Developments in connection with the COVID-19 pandemic will be closely monitored and the Company will publish updates, and
health and safety guidelines for attending the AGM on its website (www.steinhoffinternational.com) when appropriate. The Management
Board recommends that the Shareholders participate in the AGM by proxy or virtually only, and if a fully virtual AGM is deemed
appropriate by the Management Board, its decision thereto and the relevant information and procedures will be published on
the Company’s website (www.steinhoffinternational.com) prior to the AGM in a timely fashion. Shareholders should therefore
check the Company’s website (www.steinhoffinternational.com) on a regular basis for any updates.
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 Tuesday, 27 April 2021, at 13:00
CET. These questions will be answered during the AGM and shall be published on the Company’s website (www.steinhoffinternational.com).
When submitting any questions, please state your full name, e-mail address, the number of registered Shares and preferably
show your Attendance Card, or alternatively a statement confirming your holding of Securities (as defined below) or Shares
to enable the Company to identify the Shareholder or person with meeting rights.
Further questions can be asked during the AGM in the physical meeting (if physical attendance is possible) and by submitting
such questions in the English language through the digital voting platform. In the event of a fully virtual AGM, the Chairperson
may decide that, in the interest of the order of business of the meeting, it is reasonably not possible to answer one or more
further questions given the circumstances at the time of the AGM.
Attendance instructions
Attendance and voting in respect of Securities held on the Frankfurt Stock Exchange
Any person holding securities with a beneficial entitlement to Shares listed on the Frankfurt Stock Exchange (‘Securities‘) that are held for his or her benefit by the Nominee, who wishes to either physically or virtually attend the AGM and exercise
his or her rights in the AGM (if by proxy, please note the voting and proxy instructions below), should instruct his or her
intermediary to issue a statement confirming his or her 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, to Computershare Germany by no later than 11:00 a.m. CET on Friday, 23 April 2021 by e-mailing anmeldestelle@computershare.de or by submitting a written notification to the following address:
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Steinhoff International Holdings N.V. AGM 2021 c/o Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich Germany Fax: +49 89 30903-74675
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A holder of Securities who has submitted a statement to Computershare Germany in accordance with the foregoing will receive
an Attendance Card and the relevant ‘Proxy and Voting Instruction Form’. Such holder of Securities (or such holder’s 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 virtual AGM. If such holder does not wish
to or is unable to attend the AGM but wishes to be represented thereat, such holder can grant a proxy by completing a Proxy
and Voting Instruction Form and by submitting the same in accordance with the instructions below under ‘Instructions for attendance
and voting by proxy’.
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 his or her 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 these 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.
Attendance and voting in respect of Shares held on the JSE Limited
A holder of Shares listed on the JSE Limited in ‘own name’ may either physically or virtually attend the AGM and exercise
his or her rights in the AGM (if by proxy, please note the voting and proxy instructions below) provided that they notify
Computershare South Africa of his or her intention to attend the AGM physically or virtually via webcast by no later than 11.00 a.m. CET on Friday, 23 April 2021 by e-mailing: proxy@computershare.co.za or by submitting 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:
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Computershare Investor Services Pty Ltd Rosebank Towers, 15 Biermann Avenue Rosebank 2196 South Africa (Private Bag X9000, Saxonwold, 2132) Fax: +27 11 688 5248 Attention: Wynand Louw
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A holder of Shares listed on the JSE Limited in ‘own name’ who has submitted a written notification to Computershare South
Africa in accordance with the foregoing will receive an Attendance Card and the relevant Proxy and Voting Instruction Form.
Such holder of Shares (or such holder’s 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 virtual
AGM. If such holder does not wish to or is unable to attend the AGM but wishes to be represented thereat, such holder can
grant a proxy by completing a Proxy and Voting Instruction Form and by submitting the same in accordance with the instructions
below under ‘Instructions for attendance and voting by proxy’.
A holder of Shares listed on the JSE Limited other than in ‘own name’, who wishes to physically or virtually attend and exercise
her or her rights in the AGM (if by proxy, please note the voting and proxy instructions below), should instruct his or her
Central Securities Depository Participant (‘CSDP‘), broker or nominee to provide him/her 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 his or her relationship with the CSDP, broker or nominee.
Such letter of representation or power of attorney must be submitted by the CSDP, broker or nominee to Computershare South
Africa by no later than 11:00 a.m. CET on Friday, 23 April 2021 by e-mailing: proxy@computershare.co.za or by submitting a written notification to:
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Computershare Investor Services Pty Ltd Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa (Private Bag X9000, Saxonwold, 2132) Fax: +27 11 688 5248 Attention: Wynand Louw
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Computershare South Africa will then issue an Attendance Card and the relevant proxy forms which will be submitted by the
CSDP, broker or nominee to the relevant Shareholder. The relevant authority to attend the AGM must be used to qualify for
attendance to the AGM. A holder of Shares held on the JSE Limited other than in ‘own name’, who does not wish to, or is unable
to, attend the AGM should provide his or her CSDP, broker or nominee with his or her voting instructions in the manner stipulated
in the agreement governing his or her relationship with the CSDP, broker or nominee. These instructions must be provided to
the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee for instructions in this respect.
Registration and identification for the physical AGM
Registration 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 Friday, 30 April 2021. 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 declined access in case 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 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
declined access. Any health and safety guidelines imposed on the attendees should be duly observed.
Registration and access for the AGM via webcast
Attendees who have been successfully registered for the AGM via webcast will be able to enter the virtual AGM by logging in
with the credentials as included in the Attendance Card to the webcast accessible on the Company’s website (www.steinhoffinternational.com)
between 12.00 CET and the commencement of the AGM at 13:00 CET on Friday, 30 April 2021. 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.
Instructions for attendance and voting by proxy
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 his or her 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 his or her Proxy and Voting Instruction
Form (together with any relevant/underlying letter of representation or power of attorney), his or her 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 his or her voting rights in the AGM, the Proxy and Voting Instruction Form is available
on the Company’s website (www.steinhoffinternational.com) as from 19 March 2021. Proxy and Voting Instruction Forms are also
available at the office of the Company in South Africa (Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road,
Stellenbosch, 7600 South Africa), where hard copies may be obtained free of charge. If you wish to receive a Proxy and Voting
Instruction Form, please do not hesitate to contact the company secretary, Ms. Sarah Radema, Tel: +27 21 808 0708 / e-mail:
compsec@steinhoffinternational.com.
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 his or her proxy at the AGM (in accordance with the instructions given). The Proxy and Voting
Instruction 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 aforementioned person without clear voting instructions, it shall be deemed to include
a voting instruction to such person 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
his or her voting rights at the AGM, the Proxy and Voting Instruction Form is available on the Company’s website (www.steinhoffinternational.com)
as from 19 March 2021. Proxy and Voting Instruction Forms are also available at the office of the Company in South Africa
(Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch, 7600 South Africa), where hard copies
may be obtained free of charge. If you wish to receive a Proxy and Voting Instruction Form, please do not hesitate to contact
the company secretary, Ms. Sarah Radema, Tel: +27 21 808 0708 / e-mail: compsec@steinhoffinternational.com.
Shareholders appointing a named individual or the independent third party as their proxy must submit the duly signed Proxy
and Voting Instruction Forms to Computershare by no later than 11:00 a.m. CET on Friday, 23 April 2021.
Duly signed Proxy and Voting Instruction Forms in respect of Securities listed on the Frankfurt Stock Exchange 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 submitting
a hard copy to the following address:
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Steinhoff International Holdings N.V. AGM 2021 c/o Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich Germany Fax: +49 89 30903-74675
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Duly signed Proxy and Voting Instruction Forms in respect of Shares listed on the JSE Limited 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 submitting
a hard copy to:
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Computershare Investor Services Pty Ltd Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa (Private Bag X9000, Saxonwold, 2132) Fax: +27 11 688 5248 Attention: Wynand Louw
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Contact Details
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Company Secretary:
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Computershare South Africa:
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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
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Computershare Investor Services Pty Ltd Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa (Private Bag X9000, Saxonwold, 2132) Fax: +27 11 688 5248 E-mail: proxy@computershare.co.za
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Computershare Germany:
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Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich, Germany Fax: +49 89 30903-74675 E-mail: anmeldestelle@computershare.de
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Stellenbosch (South Africa), March 2021
The Management Board
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