SNH SHFF 201903290119A
Update On Progress Of Financial Restructuring

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

UPDATE ON PROGRESS OF FINANCIAL RESTRUCTURING

Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")

Introduction

In accordance with the Company's reporting obligations under paragraph (e) of clause 20 of
the lock-up agreement between, among others, the Company, Steinhoff Europe AG ("SEAG"),
Steinhoff Finance Holding GmbH ("SFHG"), Stripes US Holding, Inc. ("SUSHI") and certain
creditors, dated 11 July 2018 (the "LUA"), please see below the monthly update on progress in
connection with the corporate and capital restructuring of the Group's European business (the
"Restructuring").

Defined terms used but not otherwise defined in this report shall have the same meaning as in
the company voluntary arrangement proposed in relation to SEAG (the "SEAG CVA") and/or
the company voluntary arrangement proposed in relation to SFHG (the "SFHG CVA") (as
applicable and as the context dictates).

As reported previously, the SEAG CVA and the SFHG CVA were both approved by significant
majorities of their respective creditors and by their members at meetings held on 14 December
2018. The SEAG CVA documentation and SFHG CVA documentation can be downloaded at
www.lucid-is.com/steinhoff. The Company also refers to the application issued by LSW GmbH
("LSW"), a company claiming to be a creditor of SEAG, challenging the SEAG CVA (the
"Application") as previously reported on 11 January 2019.

This report should be read in conjunction with recent market announcements (available at
www.steinhoffinternational.com/sens.php), including the most recent monthly update that
was incorporated within the unaudited trading update for the quarter ended 31 December
2018 issued on 28 February 2019 (the "February Update").

Approval for Extension to the CVA Long-Stop Dates

The CVA Long-Stop Date in relation to both the SEAG CVA and the SFHG CVA is currently
5.00pm (London time) on 29 March 2019 (or such later time as may be agreed by the relevant
parties). Both SEAG and SFHG continue to work towards the implementation of the
Restructuring. However, given events since December 2018, SEAG and SFHG will not be in a
position to implement all of the Restructuring Steps set out in the SEAG CVA and the SFHG CVA
on or prior to the CVA Long-Stop Date.

In addition, in order to implement the relevant provisions of the SEAG CVA and the SFHG CVA
in accordance with their terms, it is envisaged that the closing of the Restructuring will require
several weeks from such time as all conditions precedent to the Restructuring detailed in the
SEAG CVA and the SFHG CVA are satisfied (or waived in accordance with the relevant
document(s)). Accordingly, SEAG and SFHG have sought consent of their respective creditors
to an extension of the CVA Long-Stop Date under each of the SEAG CVA and SFHG CVA to
31 May 2019 provided that if a full, final and non-appealable determination of the Application
has not occurred by 12.00pm (London time) on 18 April 2019, the CVA Long-Stop Date shall be
further automatically extended to 28 June 2019. The details of such request are set out in CVA
Consent Request No. 1 dated 15 March 2019 which can be downloaded at www.lucid-
is.com/steinhoff.

On 26 March 2019, the Company, SEAG and SFHG issued a Supplemental Letter relating to
CVA Consent Requests No. 1 and No. 2 (referred to below). The Supplemental Letter can be
downloaded at www.lucid-is.com/steinhoff.

The requisite majority of creditors of SEAG and SFHG have provided their consent to the
extension of the CVA Long-Stop Date set out in CVA Consent Request No. 1. The CVA Long-
Stop Date has therefore been extended to 31 May 2019, subject to the further automatic
extension detailed above. The approval of CVA Consent Request No. 1 will consequently
extend the Long-Stop Date as defined in and as applicable to the Lock-Up Agreement to be
the same as the extended CVA Long-Stop Date.

Amendments to the SEAG CVA, SFHG CVA and certain Restructuring Documents

As previously reported, following the Application, SEAG entered into discussions with LSW and
the SEAG Creditors Group (and their respective advisers) to seek to address certain of the
grounds of challenge asserted by LSW in the Application as well as certain consequential and
related drafting amendments raised by LSW in correspondence following the Application.
Accordingly, SEAG and SFHG sought consent of their respective creditors to certain
amendments and modifications to the SEAG CVA, the SFHG CVA and certain of the
Restructuring Documents necessary to address the grounds of challenge (the "Proposed LSW
Amendments"). The details of such request are set out in CVA Consent Request No. 2 dated
21 March 2019 which can be downloaded at www.lucid-is.com/steinhoff.
The requisite majority of creditors of SEAG and SFHG have provided their consent to the
Proposed LSW Amendments set out in CVA Consent Request No. 2. Accordingly, the SEAG
CVA, the SFHG CVA and the relevant Restructuring Documents have been amended and
restated and will be available at www.lucid-is.com/steinhoff.

As reported earlier today, on 28 March 2019, SEAG and LSW agreed that the Application be
dismissed on consensual terms. The parties accordingly filed with the Court a Consent Order
giving effect (if and when approved by the Court) to that agreement. Once the Court has
approved the Consent Order, the Supervisors and SFHG Supervisors will update the CVA
Creditors and SFHG Creditors (as applicable) pursuant to the terms of the SEAG CVA and the
SFHG CVA (as applicable).

Separately, and as a consequence of events since the approval of the SEAG CVA and the
SFHG CVA, SEAG and SFHG are in the process of preparing a series of amendments and
modifications to the SEAG CVA and SFHG CVA (as applicable) and the relevant Restructuring
Documents (the "Proposed Omnibus Amendments") which are unrelated to the Proposed LSW
Amendments. Whilst a number of the Proposed Omnibus Amendments are minor, technical or
administrative in nature, certain of them will require relevant majority approval. It is anticipated
that SEAG and SFHG will request the relevant consents by way of a separate CVA consent
request in due course.

Head office liquidity

The Company continues to actively monitor cash flows and manage other liabilities (including
contingent claims, tax and bilateral facilities) as well as funding needs that may arise at the
subsidiary level.

Conforama

On 21 December 2018, the Group agreed to make an additional short-term bridge funding
facility of EUR50 million available to Conforama to provide working capital support. This facility
remains in place.

Pepkor Europe Limited

The Company is preparing to launch a consent request under the Lock-Up Agreement that
will allow Pepkor Europe Limited and its subsidiaries (the "Pepkor Europe Group") to, amongst
other things, refinance certain existing credit facilities, repay certain intragroup loans, incur
additional debt and engage in a refinancing where one of the arrangers is a well-known
international bank, signalising a normalisation of the Pepkor Europe Group's financing
arrangements.

KAP Industrial Holdings Limited

As announced on 27 March 2019, the Company has launched an accelerated bookbuild
offering to place up to 694,206,661 ordinary shares in KAP Industrial Holdings Limited ("KAP")
("the Placing Shares") (the "Placing"). Steinhoff has successfully placed the Placing Shares at
a price of R6.85 per Placing Share ("Placing Price") raising total gross proceeds of R4.8 billion
(c. EUR293 million). The book of demand was oversubscribed. The Placing Price represents a
discount of c. 9.4% to the KAP closing price on 26 March 2019. Accordingly, the Placing Shares,
constituting approximately 26% of KAP's issued share capital, will be allocated in terms of the
Placing, resulting in the Company no longer holding a direct interest in KAP. Settlement of the
Placing is expected to occur on Monday, 01 April 2019.

Unitrans Motor Holdings Proprietary Limited ("Unitrans")

As announced on 28 March 2019, the Company reached an in-principle agreement to dispose
of 74.9% of Steinhoff Africa Holdings Proprietary Limited's ("Steinhoff Africa") shares in Unitrans
(and its subsidiaries), and 100% of the loan claims against Unitrans held by Steinhoff Africa, to
CFAO Holdings South Africa Proprietary Limited ("CFGAO HAS") (the "Potential Transaction").
Under the terms of the Potential Transaction the parties will endeavour to dispose of the
Company's remaining 25.1% interest in Unitrans at a later date, as part of a Broad-Based Black
Economic Empowerment transaction.

Update on Group governance

As previously reported, the onboarding process between the Group and the nominees
identified for the Newco 3 board and the boards of the key intermediate holding companies
(in addition to the two directors nominated by the Company, Louis du Preez and Theodore de
Klerk) in the SEAG group is ongoing. The Group expects to announce the candidates publicly
prior to the Restructuring Effective Date.

As part of the ongoing steps to strengthen the Company's governance arrangements, a Chief
Compliance and Risk Officer is being appointed. This appointment is imminent and an update
will be communicated shortly.

Forensic investigation

On 15 March 2019, the Company released an overview of the findings of the PwC forensic
investigation. A copy of this is available on the Company's website. The management and
supervisory boards of the Company continue to consider the contents of the PwC report and
to progress various actions as outlined in the overview. Updates on these actions will be
provided when appropriate.

Current management priorities

The key priorities for the management team currently include:

   •   Satisfying the various conditions precedent contained within the SEAG CVA and SFHG
       CVA and otherwise planning for the implementation of the Restructuring;
   •   Working with the nominees of the new management boards to assist their
       familiarisation process with the SEAG group and its restructuring;
   •   Maintaining stability across the Group and managing the ongoing operations of the
       Group, including actively monitoring cash flows, supporting operating performance,
       managing other liabilities and funding needs that arise at the operating company
       level;
   •   Finalising the 2017 and 2018 Annual Financial Statements;
   •   Continuing to consider the contents of the PwC report and to progressing various
       actions as outlined above;
   •   Monitoring and defending any litigation claims brought against the Group and
       identifying and pursuing recoveries where available; and
   •   Engaging with the wider stakeholder group and regulators.

Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.

JSE Sponsor: PSG Capital
Stellenbosch, 29 March 2019

Date: 29/03/2019 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.