Disclosure Of Inside Information Pursuant To Art. 17 Of The EU Market Abuse Regulation (EU 596/2014, MAR)

“It is important to note that Ms Sonn has in no way been found to have participated in the accounting irregularities at Steinhoff. Heather’s strong and calm leadership has been invaluable during the turbulent times that the Group has faced since December 2017. On behalf of the Supervisory Board and the Company, we thank her for her enormous commitment and dedication to the Group and wish her all the best for the future. The Supervisory Board will appoint a new chairperson shortly.”

Disclosure Of Inside Information Pursuant To Art. 17 Of The EU Market Abuse Regulation (EU 596/2014, MAR)

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

RESIGNATION OF HEATHER SONN
Ms. Heather Sonn, Chairperson of the Supervisory board of Steinhoff International Holdings N.V.
(the “Company”), has tendered her resignation from all functions at the Steinhoff Group, and
specifically as the Chairperson of both the Company and Steinhoff Investment Holdings Ltd., as of
18 May 2020.

In explaining her resignation, Heather has said:

“A company in which I am a shareholder, Gamiro Ventures (Pty) Limited (“Gamiro”), unwittingly
completed a transaction with a company, Geros Financial Services (Pty) Limited (“Geros”), that now
appears may have been associated with and (indirectly) funded by the Company. In December 2017
I requested that this transaction be placed on the list for investigation by PwC when a name in the
shareholding structure of the shareholder of Geros was recognised as a name that also appeared
in the Viceroy Report. Unfortunately, it has taken over 2 years to get to a conclusion as to the nature
of the relationship between the Company and Geros, but there were multiple priorities for the
Company at the time.

Based on what is now known to me it would have required certain disclosures which I would have
made had I been aware thereof.

At the 2018 AGM I indicated that the Company and the Supervisory Board would hold itself to the
highest standards of governance, given the heightened sensitivity specifically relating to compliance
and the desire to avoid any unnecessary challenges to the Company. It is therefore incumbent upon
me to apply this standard to myself.”

Ms. Sonn is a major shareholder in an investment company called Gamiro, which is a controlling
shareholder in a company called Blake and Associates Holdings (Pty) Ltd (“Blake”). Blake includes
amongst its clients the JD Group, which is owned by Pepkor Holdings, a subsidiary of Steinhoff
Investment Holdings Ltd. Blake is one of a panel of external debt collectors contracted at arm’s
length by the JD Group and is subject to the same terms and conditions as other service providers.
The service relationship between the JD Group and Blake predates both the inclusion of the JD
Group as part of the Steinhoff Group and the date on which Gamiro acquired Blake.
In 2017 Gamiro procured an option to acquire an interest in Blake from (a subsidiary of) Geros. Ms.
Sonn served on the board of Blake from 15 May 2017 until 17 January 2018.

In September 2018 Blake bought back its shares from Geros, and Gamiro subsequently acquired a
direct interest in Blake.

Recently obtained information suggests that Geros may have been associated with and (indirectly)
funded by the Company, which would then make the Geros transaction a related party transaction.
Ms. Sonn has informed the Company that she was not aware of this at the time.

Peter Wakkie, vice chairman of the Supervisory Board, commented that:

“It is important to note that Ms Sonn has in no way been found to have participated in the accounting
irregularities at Steinhoff. Heather’s strong and calm leadership has been invaluable during the
turbulent times that the Group has faced since December 2017. On behalf of the Supervisory Board
and the Company, we thank her for her enormous commitment and dedication to the Group and
wish her all the best for the future. The Supervisory Board will appoint a new chairperson shortly.”

TomTom’s shareholders vote in favour of all voting items

Amsterdam, The Netherlands, 17 April 2019 – TomTom (Tom2) announces that the Annual General Meeting held today voted in favour of all voting items. This includes the re-appointment of Taco Titulaer, CFO, as a member of the Management Board for a second term of four years, ending after the Annual General Meeting in 2023.

Peter Wakkie retired as Chairman and Member of the Supervisory Board at the conclusion of today’s meeting. Peter is succeeded as Chairman by Derk Haank.

“We have been very fortunate to have had Peter on our Supervisory Board for ten years,” commented Harold Goddijn, CEO, TomTom. “Peter is one of the most gifted people I have had the opportunity to work with. I am grateful for all his contributions, the generous availability of his time and all he taught me over the last decade.”

The adopted resolutions, with detailed voting results, can be found on our corporate website.

Nieuwe termijn financieel directeur TomTom

Amsterdam – De aandeelhouders van TomTom hebben voor een verlenging van de termijn van financieel directeur Taco Titulaer gestemd. Dat gebeurde tijdens de jaarlijkse aandeelhoudersvergadering van de navigatiedienstverlener. Titulaers termijn loopt nu tot en met de aandeelhoudersvergadering van 2023.

Verder trad Peter Wakkie af als voorzitter en lid van de raad van commissarissen. Hij wordt als voorzitter opgevolgd door Derk Haank. Die trad in september toe tot de toezichtsraad.

Zie ook: De Telegraaf en het persbericht van TomTom

OVERVIEW OF FORENSIC INVESTIGATION

Press Release

15 March 2019

OVERVIEW OF FORENSIC INVESTIGATION

1. Introduction

The Supervisory Board and the Management Board (together, the “Boards”) of Steinhoff International Holdings N.V. (“SIHNV”) have now received a report prepared by PricewaterhouseCoopers Advisory Service Proprietary Limited (“PwC”) setting out their findings following the investigation initiated at the request of the Supervisory Board in December 2017 on the instructions of Werksmans Attorneys (“PwC Report” or “Report”).

[…]

2. Scope of the PwC Investigation

PwC was asked to assist with an investigation into the occurrence of potential accounting irregularities, or potential non-compliance with laws and regulations impacting on Steinhoff’s financial statements.

[…]

The PwC investigation team’s principal interaction with SIHNV was through a special committee of the Boards being Louis du Preez, Peter Wakkie and Moira Moses assisted by Alexandra Watson and the Supervisory Board nominee director Paul Copley following his nomination in August 2018.

PwC has confirmed that it considers itself to be independent of the Group and that it has not been influenced or restricted by the Group in terms of access to information to undertake its investigation or in the writing of the report. The scope of the PwC Report is consistent with the investigation plans discussed with and approved by the Supervisory Board.

[…]

Read the full article on Steinhoffinternational.com

 

Derk Haank to succeed Peter Wakkie as Chairman of the Supervisory Board as of the 2019 Annual General Meeting

Amsterdam, the Netherlands, 17 July 2018 07:30 AM CET TomTom (TOM2) today announced that Derk Haank will be nominated for appointment to the Supervisory Board. The appointment will be proposed at an Extraordinary General Meeting, to be held in September 2018, and will end at the 2022 Annual General Meeting. Derk Haank will succeed Peter Wakkie as Chairman of the Supervisory Board, whose term will expire at the 2019 Annual General Meeting.

Derk Haank has thirty years’ experience in the academic publishing industry, almost half of which was with SpringerNature until his retirement in 2017. He joined Springer Science+Business Media in 2004 as its CEO and drove the migration of content from print to digital, re-inventing the academic book market in that process. Before his appointment at SpringerNature, Derk Haank was the CEO of Elsevier Science and Executive Board Member of Reed Elsevier PLC. He has been a member of the Supervisory Board of KPN since 2009 and Vice-Chairman since 2014.

“We are delighted that Derk has agreed to join us,” said Peter Wakkie, Chairman of the Supervisory Board of TomTom. “In Derk, we have found a highly qualified successor as Chairman and member of our Board. We particularly value his wealth of experience in driving transformations and new business models.”

Harold Goddijn, CEO of TomTom, said: “Derk is a proven leader in developing and implementing transformational business and growth strategies. We are excited to work with him and to benefit from his experience.”

Upon the adoption of the proposed appointment at the Extraordinary General Meeting, the Supervisory Board will consist of Peter Wakkie (Chairman), Jacqueline Tammenoms Bakker (Vice-Chairman), Jack de Kreij, Michael Rhodin, Bernd Leukert and Derk Haank.

Read the full article on TomTom.com

TomTom maps out independent future

Amsterdam — TomTom, the navigation and mapping company, intended to remain independent but could work with other groups as it focused more on winning business from leading car makers, its chairman said on Tuesday.

The Dutch group earlier reported better than expected first-quarter core earnings, despite a decline in sales.

Speaking to investors at its annual meeting, chairman Peter Wakkie stressed that the company intended to remain independent but could work with other groups as it shifts away from the consumer market.

That “doesn’t mean that TomTom is not open to partnerships of whatever kind: there is no objection to that from within TomTom, in principle”, Wakkie said. But the company would only disclose new partnerships or deals once they became concrete, he said.

In March, Reuters reported that TomTom had engaged Deutsche Bank to help seek a buyer for some or all of the company. After initially declining comment, TomTom said it had not mandated an adviser for a sale of the whole company.

The Dutch company sees itself as a provider of navigation and mapping technologies that will play an important role in assisted driving and self-driving cars. It has already signed partnerships with Germany’s Bosch and China’s Baidu.

Earnings before interest, taxes, depreciation and amortisation came in at €43m, beating average expectations of €34m.

Sales dropped by 10% to €192m as the company’s personal navigation device business shrank further.

Automotive sector sales were up 42%.

REUTERS/ROBIN VAN LONKHUYSEN

UPDATE 2-TomTom wants to steer its own course as remodels business

AMSTERDAM, April 17 (Reuters) – TomTom, the navigation and mapping company, intends to remain independent but could work with other groups as it focuses more on winning business from major carmakers, its chairman said on Tuesday.

The Dutch group earlier reported better than expected first-quarter core earnings, despite a decline in sales, sending its shares higher.

Speaking to investors at its annual meeting, Chairman Peter Wakkie stressed that the company intended to remain independent but could work with other groups as it shifts away from the consumer market.

That “doesn’t mean that TomTom is not open to partnerships of whatever kind: there is no objection to that from within TomTom, in principle,” Wakkie said.

But, the company will only disclose new partnerships or deals once they become concrete, he added.

In March, Reuters reported that TomTom has engaged Deutsche Bank to help seek a buyer for some or all of the company. After initially declining comment, TomTom said it has not mandated an advisor for a sale of the whole company.

The Dutch company sees itself as a provider of navigation and mapping technologies that will play an important role in assisted driving and self-driving cars. It has already signed partnerships with Germany’s Bosch and China’s Baidu, among others.

Earnings before interest, taxes, depreciation and amortisation (EBITDA) came in at 43 million euros ($53.25 million), beating average expectations of 34 million euros in a company-published poll and unchanged from the first quarter of 2017.

The company’s shares gained 2.6 percent to 8.006 euros by 1215 GMT, giving it a market value of around 1.8 billion euros. The shares have lost around 3 percent this year.

Sales dropped by 10 percent to 192 million euros as the company’s personal navigation device (PND) business shrank further.

The company’s automotive sector sales rose by 42 percent to 78 million euros, following long-term contract wins from several major carmakers.

CEO and founder Harold Goddijn told shareholders it was too early to forecast the size of new automotive contracts the company may win this year, although he said the overall value of contracts available in 2018 will be less than it was in 2017.

The company maintained a forecast for overall 2018 sales to drop to 800 million euros from 903 million euros in 2017, as the popularity of PNDs fade. ($1 = 0.8076 euros) (Reporting by Toby Sterling and Bart Meijer Editing by Sherry Jacob-Phillips and Keith Weir)

Read the full article on Reuters.com

Author: Toby Sterling

Bernd Leukert nominated as Supervisory Board Member of TomTom

Amsterdam, the Netherlands, 19 July 2017 TomTom (TOM2) today announced that Bernd Leukert will be nominated for appointment to the Supervisory Board for a term of four years at an Extraordinary General Meeting to be convened later this year. With this appointment, TomTom further broadens the technology expertise of its Supervisory Board.

Bernd Leukert is a member of the Executive Board of SAP SE with global responsibility for the development and delivery of all products across SAP’s product portfolio. In addition, he heads strategic innovation initiatives. Bernd joined SAP in 1994 and has held various management positions in application development, technology development, software engineering, and process governance.

Bernd is also a member of the Supervisory Boards of the German Research Center for Artificial Intelligence (Deutsches Forschungszentrum für Künstliche Intelligenz, DFKI) and of Bertelsmann SE & Co. KGaA, a member of the Market Strategy Board of the International Electrotechnical Commission and the steering committee chairman of the Plattform Industrie 4.0 for the German government’s Industrie 4.0 initiative.

“We are delighted to welcome Bernd,” said Peter Wakkie, Chairman of the Supervisory Board, TomTom. “He brings a wealth of experience in technology transformation and innovation to our board. I’m convinced his contribution will be immediate and impactful.”

Harold Goddijn, CEO of TomTom, said: “Bernd is widely recognised as a thought leader in the technology industry. His impressive track record in the information technology sector and his knowledge of the business of software development and delivery will be a great asset to TomTom.”

Bernd will fulfil a vacancy in the Supervisory Board which was open since the 2017 Annual General Meeting. Upon the adoption of the proposed appointment at the Extraordinary General Meeting, the Supervisory Board will consist of Peter Wakkie (Chairman), Jacqueline Tammenoms Bakker (Deputy Chairman), Jack de Kreij, Michael Rhodin and Bernd Leukert.

 

Lees het volledige persbericht op corporate.tomtom.com.