STEINHOFF INTERNATIONAL HOLDINGS N.V. - Assistance With The Reclaiming Of South African Dividends Withholding Tax

Assistance With The Reclaiming Of South African Dividends Withholding Tax

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

Steinhoff International Holdings N.V. (the “Company” or “Steinhoff”)


ONLY APPLICABLE TO SHAREHOLDERS WHO HELD SHARES IN THE COMPANY THROUGH
CLEARSTREAM BANKING S.A. LUXEMBOURG ON THE FRANKFURT STOCK EXCHANGE ON
THE RELEVANT DIVIDEND RECORD DATES AS SET OUT BELOW.


ASSISTANCE WITH THE RECLAIMING OF SOUTH AFRICAN DIVIDENDS WITHHOLDING TAX

BACKGROUND

The Company is:

•   A Dutch incorporated entity;
•   Tax resident in South Africa;
•   Primary listed on the Frankfurt Stock Exchange (“FSE”); and
•   Secondary listed on the Johannesburg Stock Exchange (“JSE”).


As a result of the FSE and JSE listings, the Company’s shareholders are able to hold their shares
in the Company either on the JSE or the FSE. The JSE held shares are administrated in South
Africa by Computershare Transfer Secretaries (Pty) Ltd (“Computershare”), whilst the FSE held
shares are managed through Clearstream Banking S.A. Luxembourg (“Clearstream”).

Since the Company’s listing in December 2015 it has paid two dividends. The first was an
interim dividend, amounting to €0.12 per share, which dividend had a record date of 2
December 2016 and was paid on 6 December 2016 (“the Interim Dividend”). A final dividend
of €0.03 per share had a record date of 17 March 2017 and was paid on 20 March 2017 (“the
Final Dividend”).

As the Company is a South African tax resident, dividends paid by the Company are subject
to South African Dividends Withholding Tax (“SADWT”). Dividends declared by the Company
were paid in two lines – dividends in respect of shares held on the JSE line were paid in South
African Rand to Computershare, who paid the gross amount of the dividend to the respective
SA intermediaries. The intermediaries withheld the applicable SADWT and paid it across to the
South African Revenue Service (“SARS”). The Company acted as intermediary in respect of
ordinary shares held on the FSE line and withheld SADWT, which was paid across to SARS.

The Interim Dividend was subject to SADWT at a rate of 15%, whilst the Final Dividend was
subject to SADWT at a rate of 20%, following a rate increase. Certain exemptions applied to
SA Corporate shareholders and reduced rates were applicable to foreign shareholders
depending on the double tax agreements in place between South Africa and the relevant
jurisdictions in which such shareholders are based.

The Company facilitated the reduced rate claims by allowing shareholders holding their shares
on the FSE line to submit valid declarations. The Company considered all valid declarations
timeously received and ensured that qualifying shareholders received a refund of the tax
withheld after receipt of valid original declarations. However, a number of shareholders only
contacted the Company and advised that they had a claim for a reduced rate after the
SADWT was paid to SARS by the Company.

ASSISTANCE OFFERED

In order to reclaim such SADWT from SARS, the Company will facilitate a once-off process on
behalf of shareholders with valid claims. To this end, shareholders wishing to institute a claim
must please do so by no later than 31 July 2018 by submitting the requisite documentation set
out below.

PLEASE NOTE THAT THE RECLAIM PROCESS IS ONLY APPLICABLE TO SHAREHOLDERS WHO HELD
THEIR SHARES ON THE FSE LINE (CLEARSTREAM) AT THE TIME OF THE RELEVANT DIVIDEND RECORD
DATES. IT IS NOT APPLICABLE TO ANY SHARES HELD ON THE JSE LINE.

The Company will require a submission of the requisite information by email to
2016distribution@steinhoffinternational.com, but will also require original documentation to be
sent to the Company’s postal address being PO Box 122, Stellenbosch, South Africa, 7599 for
the attention of the Tax Manager, to be received by no later than 31 July 2018. The Company
will not be responsible for facilitating refunds where documentation is incomplete and/or is not
received timeously for any reason, including but not limited to postal delays.

INFORMATION REQUIRED TO INSTITUTE A RECLAIM OF SADWT:

In order to institute a valid claim shareholders are required to provide the following:

•   Proof of receipt of the Interim Dividend and / or the Final Dividend;

•   Confirmation that such shareholder was the legal and beneficial owner of the relevant
    shares on the respective dividend record dates, being Friday 2 December 2016 in respect
    of the Interim Dividend and Friday 17 March 2017 in respect of the Final Dividend;

•   Declaration documentation to be submitted to SARS noting the details and validity of their
    claim – a copy of the documentation to be completed is available on the Company’s
    website at www.steinhoffinternational.com;

•   Bank details to which any refund due may be submitted, including contact person details
    for verification purposes.

JSE Sponsor: PSG Capital

5 June 2018

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