Steinhoff: update on maturity extension transaction

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

STEINHOFF: UPDATE ON MATURITY EXTENSION TRANSACTION

Steinhoff International Holdings N.V. is referred to as “SIHNV” or the “Company” and with its
subsidiaries, “Steinhoff” or the “Group”, “Group Services Debt” means the indebtedness
under (i) the Contingent Payment Undertakings (“CPUs”) entered into by SIHNV; and (ii) the
debt facilities entered into by Steenbok Lux Finco 1 S.à.r.l. (“LuxFinco 1”), Steenbok Lux Finco
2 S.à.r.l. (“LuxFinco 2”) and Hemisphere International Properties B.V. (“Hemisphere”) (the
instruments together, the “Group Services Debt Facilities”), each as amended from time to
time.

The Company refers to (1) the framework support agreement dated 15 December 2022
between, among others, Steinhoff and its largest financial creditors (the “Support
Agreement”); and (2) the “Maturity Extension Transaction” as defined and described in the
announcement made by Steinhoff on 15 December 2022.

The Company provides the following update on the Maturity Extension Transaction.

Following accession of various financial creditors to the Support Agreement, overall
Steinhoff has received a substantial level of support from its financial creditors across the
Group Services Debt Facilities required for the purposes of the implementation of the
Maturity Extension Transaction:

(i)      SEAG Facility B1: 95%;

(ii)     SEAG Facility A2: 99%;

(iii)    SEAG Facility B2: 99%;

(iv)     SFHG 21/22 Super Senior Facility: 94%;

(v)      SFHG 21/22 Facility A1: 99%;

(vi)     SFHG 23 Super Senior Facility: 88%;

(vii)    SFHG 23 Facility A2: 96%

(viii)   Hemisphere Facility: 100%.
(numbers are rounded and subject to further verification).

As stated in the announcement made by Steinhoff on 15 December 2022, pursuant to the
Maturity Extension Transaction, SEAG Facility A1 and SEAG Facility B1 will either be
refinanced or amended and extended. In this regard, to date Steinhoff has received the
support of approximately 76% of SEAG Facility A1 which is short of the contractual threshold
of 80% which would be required under SEAG Facility A1 (on a standalone basis) and in
aggregate across SEAG Facility A1 and SEAG Facility B1 for a potential extension of maturity
of SEAG Facility A1 and SEAG Facility B1 and the associated maturity under the SEAG CPU.
Therefore, subject to receiving further support from SEAG Facility A1 holders, Steinhoff will
evaluate its options for those two facilities.

The accession process is ongoing and the support level may further increase.

Whilst the Group believes that the support received by the Group in respect of the Maturity
Extension Transaction constitutes an important and positive step towards its
implementation, there is no certainty that the necessary commercial and legal agreements
and arrangements will be concluded to successfully implement the proposed transaction.
Accordingly, shareholders and other investors in the Company are advised to exercise
caution when dealing in the securities of the Group.

Further information and updates will be provided to the market as and when available.

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

Disclaimer

The information in this announcement is not intended to be complete. This announcement
is for information purposes only and does not constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities. The distribution of this announcement may, in
some countries, be restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Steinhoff disclaims any responsibility or
liability for the violation of any such restrictions by any person. Any failure to comply with
these restrictions may constitute a violation of the securities laws of that jurisdiction. Steinhoff
does not assume any responsibility for any violation of any of these restrictions. Any SIHNV
shareholder who is in any doubt as to his or her position should consult an appropriate
professional advisor without delay.

Certain statements in this announcement may be considered forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. By their
nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future, and
Steinhoff cannot guarantee the accuracy and completeness of forward-looking
statements. A number of important factors, not all of which are known to Steinhoff or are
within its control, could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statement. Steinhoff expressly disclaims any obligation or
undertaking to publicly update or revise any forward-looking statements, whether as a
result of new information, a change in expectations or for any other reason.

Stellenbosch, 5 January 2023
JSE Sponsor: PSG Capital

Date: 05-01-2023 12:45:00
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