DGAP-HV: Steinhoff International Holdings NV: Bekanntmachung der Einberufung zur Hauptversammlung am 25.03.2022 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DGAP-News: Steinhoff International Holdings NV / Bekanntmachung der Einberufung zur Hauptversammlung
Steinhoff International Holdings NV: Bekanntmachung der Einberufung zur Hauptversammlung am 25.03.2022 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

11.02.2022 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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Steinhoff International Holdings N.V. Annual General Meeting Friday, 25 March 2022

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, 25 March 2022, 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 today (the 'Notice').

COVID-19 and virtual 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 '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 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. 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 the Notice prior to the AGM in a timely fashion.

Please 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 relating to any of the agenda items prior to the AGM in the English language by e-mail to

[e-mail]

by no later than Tuesday, 22 March 2022, at 13:00 CET. 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 light of the circumstances at the time of the AGM.

AGENDA

Friday, 25 March 2022

The AGM is to be held on Friday, 25 March 2022, 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') at the AGM require a simple majority of over 50 per cent of votes cast to be passed, with the exception of the proposals under agenda items 10.3, 10.4 and 10.5 which require 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 (virtually) present or represented at the meeting.

1.	Opening
2.	Presentation to Shareholders (discussion item)
3.	Shareholder Q&A (discussion item)
4.	Annual Reporting 2021

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 2021 (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 2021 (discussion item)
4.4	Proposal to adopt the annual accounts for the financial year ended 30 September 2021 (voting item)

5.	Release from liability

5.1	Proposal for limited release from liability of the managing directors of the Company (the 'Managing Directors') for their management of the Company (voting item)
5.2	Proposal for limited release from liability of the supervisory directors of the Company (the 'Supervisory Directors') for their supervision of the Company (voting item)

6.	Composition of the Management Board

6.1	Proposal to re-appoint Mr. Louis du Preez as a Managing Director (voting item)
6.2	Proposal to re-appoint Mr. Theodore de Klerk as a Managing Director (voting item)

7.	Composition of the Supervisory Board

7.1	Proposal to re-appoint Ms. Moira Moses as a Supervisory Director (voting item)
7.2	Proposal to re-appoint Mr. Paul Copley as a Supervisory Director (voting item)
7.3	Proposal to re-appoint Dr. Hugo Nelson as a Supervisory Director (voting item)
7.4	Proposal to re-appoint Ms. Alexandra Watson as a Supervisory Director (voting item)

8.	Remuneration

8.1	Proposal to cast an advisory vote in respect of the remuneration report for the financial year ended 30 September 2021 (voting item)
8.2	Proposal to amend the remuneration policy applicable to Managing Directors (voting item)

9.	Share plan Proposal to approve an amended share plan for Managing Directors (voting item)
10.	Authorisations in respect of Shares

10.1	Proposal to authorise the Management Board in order for the Company to acquire shares in the capital of the Company ('Shares') in connection with the Company's long-term incentive plan (voting item)
10.2	Proposal to authorise the Management Board in order for the Company to acquire Shares for other purposes (voting item)
10.3	Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares and to limit or exclude shareholders' pre-emption rights in connection with the Company's long-term incentive plan (voting item)
10.4	Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares and to limit or exclude shareholders' pre-emption rights for other purposes (voting item)
10.5	Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares with pre-emption rights for shareholders for other purposes (voting item)

11	Appointment of the statutory audit firm for the financial years ending 30 September 2022 and 30 September 2023 Proposal to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30 September 2022 and 30 September 2023, respectively (voting item)
12	Any other business
13	Closing

Steinhoff International Holdings N.V.

The Management Board

11 February 2022

GENERAL INFORMATION

Meeting documents

The Notice and agenda with explanatory notes, 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 (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: [phone] / e-mail: [e-mail].

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, 25 February 2022 (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 in the Notice.

The date on which beneficiaries of Securities (as defined in the Notice) 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 Tuesday, 22 February 2022.

The date on which holders of Shares listed on the Johannesburg Stock Exchange (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 trade on the Johannesburg Stock Exchange (JSE) being Tuesday, 22 February 2022.

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 available on the Company's website (www.steinhoffinternational.com).

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 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. 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

[e-mail]

by no later than Tuesday, 22 March 2022, at 13:00 CET. 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 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 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.

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, 18 March 2022 by e-mailing:

[e-mail]

or by submitting a written notification to the following address:

Steinhoff International Holdings N.V. AGM 2022 c/o Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich Germany

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 may 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 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.

Attendance and voting in respect of Shares held on the Johannesburg Stock Exchange (JSE)

A holder of Shares listed on the Johannesburg Stock Exchange (JSE) 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, 18 March 2022 by e-mailing:

[e-mail]

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:

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

A holder of Shares listed on the Johannesburg Stock Exchange (JSE) 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 may 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 Johannesburg Stock Exchange (JSE) 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, 18 March 2022 by e-mailing:

[e-mail]

or by submitting 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

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 Johannesburg Stock Exchange (JSE) 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. 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 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, 25 March 2022. 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 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 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. In any event all attendees should be prepared to show a valid COVID-19 QR code upon entering the venue if so requested.

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, 25 March 2022. 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 today. Proxy and Voting Instruction Forms are also available at the office of the Company (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: [phone] / e-mail:

[e-mail]

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 today. Proxy and Voting Instruction Forms are also available at the office of the Company (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: [phone] / e-mail:

[e-mail]

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, 18 March 2022.

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:

[e-mail]

or by submitting a hard copy to the following address:

Steinhoff International Holdings N.V. AGM 2022 c/o Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich Germany

Duly signed Proxy and Voting Instruction Forms in respect of Shares listed on the Johannesburg Stock Exchange (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:

[e-mail]

or by submitting 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

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: [phone] E-mail: [e-mail] Attention: Sarah Radema

Computershare Germany: Computershare Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich, Germany E-mail: [e-mail]

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

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11.02.2022 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
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Sprache:	Deutsch
Unternehmen:	Steinhoff International Holdings NV
	Cnr Adam Tas & Devon Valley Road
	7600 Stellenbosch
	SudafrikaSüdafrika
E-Mail:	[e-mail]
Internet:	https://www.steinhoffinternational.com/index.php

Ende der Mitteilung	DGAP News-Service

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1279835 11.02.2022