Update On Global Litigation Settlement Proposal

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)

UPDATE ON GLOBAL LITIGATION SETTLEMENT PROPOSAL

Steinhoff International Holdings N.V. (“SIHNV” or the “Company” and together with its other
subsidiaries, “Steinhoff” or the “Steinhoff Group”) together with Steinhoff International Holdings
Proprietary Limited (“SIHPL”) provide the following update on the implementation of the
Steinhoff global litigation settlement proposal.

Update on SIHPL S155 Meetings

As previously announced and explained, SIHPL’s proposal in terms of section 155 of the South
African Companies Act 2008, as published originally on 16 February 2021, and subsequently
amended, the most recent amendment being announced on 11 August 2021 (the “S155
Proposal”) proposed three classes of claimants for voting: the SIHPL financial creditors; the
SIHPL market purchase claimants (“MPCs”); and the SIHPL contractual claimants.

Meetings of all three classes of SIHPL creditors were scheduled to take place on Monday 6
September 2021. Pursuant to an order of the Western Cape High Court in South Africa made
on Sunday 5 September 2021, the creditors’ meeting of the SIHPL contractual claimants has
been postponed to Thursday, 9 September 2021 at 11am (SAST). It is intended that the meeting
(at 10am SAST) of the SIHPL financial creditors and the meeting of the SIHPL MPCs (at 1pm
SAST) will take place as scheduled on Monday 6 September 2021.

The order of the High Court follows an urgent application brought by Steinhoff against Titan
and its affiliated entities seeking to compel them, pursuant to a settlement support agreement,
to exercise their votes in favour of the S155 Proposal at the meeting of the SIHPL contractual
claimant class and to prevent them from voting against the S155 Proposal. The Court found
that the application was urgent and has set out a timetable for further submissions. At the same
time the Court ordered that the meeting of the SIHPL contractual claimants class is to be
postponed until 11am on Thursday, 9 September 2021.
Updates in relation to the S155 Proposal

Steinhoff announces the following updates in relation to the S155 Proposal that are being
disclosed prior to the SIHPL MPC and SIHPL financial creditors meetings:

PPH Shares in the Second Portion of SIHPL S155 Settlement Consideration

Under the terms of the S155 Proposal, Steinhoff will provide settlement consideration in two
portions on the bases of –

      (i)        a first portion equal to 50 per cent of the total consideration payable in cash; and

      (ii)       a second portion equal to 50 per cent of the total consideration payable in PPH
                 shares (at ZAR 15 per share) or a greater amount in cash.

Steinhoff has been considering its options in respect of the second portion of settlement
consideration in view of the recent PPH share price and the possibility that such second portion
will be settled in cash.

In respect of that second portion of the settlement consideration (the “Second Settlement
Portion”):

(1)         On or before 5pm (Johannesburg) on 8 September 2021, any SIHPL S155 contractual
            claimant or any SIHPL MPC, may notify SIHPL in writing (via email to
            settlement@steinhoffinternational.com) that it wishes to elect to receive the Second
            Settlement Portion by delivery of PPH Shares at the Settlement Spot Price and in
            discharge in full of the Second Settlement Portion, in which case the Second Settlement
            Portion shall (subject to the occurrence of the Settlement Effective Date, and in
            accordance with the S155 Proposal) be satisfied accordingly. If no election is made by
            an eligible claimant then its second portion is expected to be settled in cash.

(2)         For these purposes, the “Settlement Spot Price” will be ZAR19.82 per PPH share.

(3)         Any PPH Shares so received by a claimant pursuant to the election (the “Election PPH
            Shares”) shall be subject to a lock-up of 180 days from the date on which the Election
            PPH Shares are transferred to the claimant.

(4)         Any such election by a SIHPL contractual claimant or a SIHPL market purchase claimant
            may only be made in respect of the full amount of its Second Settlement Portion and not
            in part. Any fractional share entitlement shall be rounded down. Any regulatory matters
            arising as a consequence of the transfer by Steinhoff to the transferee or the direct
            holding by the claimant shall be at the claimant’s risk and any tax matters arising from
            the transfer of the Election PPH Shares by Steinhoff will be for the account of the claimant
            transferee. The form of exchange and discharge documentation to be completed by
            the claimant will be made available upon it making such election will be available from
            SIHPL following notification of its election. Rights to vote, receive dividends, and any
            other rights relating to Election PPH Shares will only arise on transfer of legal title of such
            shares to the relevant electing claimant.

For the avoidance of doubt, the Second Settlement Portion does not apply to the BVI and
Cronje 7 SIHPL contractual claims (as defined and referred to in the S155 Proposal), the terms
of which remain as announced by Steinhoff on 3 September 2021.
Amendments to the proposed SIHPL/Titan Loan

As described in the S155 Proposal, on the Settlement Effective Date SIHPL, Titan Premier
Investments (Pty) Ltd (“Titan”) and Thibault Square Financial Services (Pty) Ltd (“Thibault”) will
enter into a payment agreement on terms summarised in the S155 Proposal (the “Payment
Agreement”). Subject to resolution of the litigation with Titan affiliates described above, SIHPL
intends to amend, and SIHPL has sought (but not yet received) confirmation of sufficient
support from SIHPL financial creditors in accordance with the proposed SIHPL Intercreditor
Agreement (which will come into effect on Settlement Effective Date) to consent to amend,
the terms of the Payment Agreement immediately following the Settlement Effective Date, as
follows:

(1)   the “Payment Date” under the Payment Agreement will be amended to the first business
      day after the tenth anniversary of the date of the Payment Agreement; and

(2)   the applicable interest rate (referred to as the “Specified Rate”) under the Titan Payment
      Agreement will be zero.

Other maturity and payment dates under the SIHPL finance documents (including the S155
Settlement Note) will be amended to remain at the originally expected date of 5 years 6
months after the Settlement Effective Date.

Update on Hamilton Support

SIHNV refers to its announcement of 11 August 2021, in which it confirmed the in-principle
support of the active claimant group, Hamilton. Steinhoff confirms that Hamilton entities have
now entered into a settlement support letter with SIHNV and SIHPL to confirm their support for
the Steinhoff global settlement proposal. The settlement support terms agreed by Hamilton do
not extend to the arrangements in place with the third parties (the former auditors and D&O
insurers) which remain to be finalised between those parties. The Hamilton settlement support
letter includes provision for a contribution of EUR 500,000 in respect of legal costs incurred by
Hamilton in the course of the recent S.45 proceedings and the class composition proceedings
before the High Court of South Africa.

The securities referenced herein have not been and will not be registered under the US
Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States
absent registration under the Securities Act or pursuant to an applicable exemption from the
registration requirements thereunder.

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on
the JSE Limited.

Stellenbosch, South Africa

Contact:
Steinhoff International Holdings N.V.
Investor Relations
Phone: +27 21 808 0700
E-mail: investors@steinhoffinternational.com

6 September 2021
JSE Sponsor: PSG Capital

Date: 06-09-2021 09:00:00
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