Steinhoff International Holdings N.V. in liquidatie
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
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: proxy@computershare.co.za
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Computershare Investor Services Pty Ltd |
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:
proxy@computershare.co.za
or by submitting a written notification to:
Computershare Investor Services Pty Ltd |
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: +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 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: +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, 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:
anmeldestelle@computershare.de
or by submitting a hard copy to the following address:
Steinhoff International Holdings N.V. |
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:
proxy@computershare.co.za
or by submitting a hard copy to:
Computershare Investor Services Pty Ltd |
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 Deutschland GmbH & Co. KG Computershare Operations Center 80249 Munich, Germany E-mail: anmeldestelle@computershare.de |
Computershare South Africa: 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 |