STEINHOFF INTERNATIONAL HOLDINGS N.V. - Hemisphere Restructuring Completed

Hemisphere Restructuring Completed

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

HEMISPHERE RESTRUCTURING COMPLETED
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

The Company refers to its announcement of 26 July 2018 noting that the terms of a lock-up
agreement (the “Hemisphere LUA”) with respect to the implementation of the potential
restructuring of the financial indebtedness of Hemisphere International Properties B.V.
(“Hemisphere”) (the “Hemisphere Restructuring”) had become effective in accordance with
its terms. The Company further refers to subsequent announcements of 6 August 2018, 21
August 2018, 27 August 2018 and 4 September 2018 providing updates on the progress of the
Hemisphere Restructuring.

The Company is pleased to announce that the Hemisphere Restructuring, effecting the terms
set out in the term sheet (the “Hemisphere Term Sheet”) appended to the Hemisphere LUA
(available at www.lucid-is.com/steinhoff) has been completed and amended finance
documents in respect of the financial indebtedness of Hemisphere are in full force and effect.

In particular, the Company notes that:

   -   the new secured Hemisphere term loan facility (for an initial principal amount of
       €774,841,666.65) (the “Hemisphere Facility”) will mature on the earlier of (i) the date
       that falls three years after the date on which the restructuring of the financial
       indebtedness of Steinhoff Europe AG and Steinhoff Finance Holding GmbH (“SFH”) is
       effective; and (ii) 31 December 2021;

   -   interest shall accrue on the Hemisphere Facility at a rate of 10 per cent. per annum,
       payable in cash on a “pay if you can” basis (subject to an excess cash sweep), with
       any interest not paid to be payable as PIK interest which will compound and capitalise
       on a semi-annual basis;

   -   the Hemisphere Facility contains various undertakings and covenants that are in line
       with the Hemisphere Term Sheet or otherwise typical for financings of this nature;

   -   the new finance documents contain various provisions relating to the treatment of
       certain intercompany payables from Hemisphere to SFH following determination of the
       validity and ranking of such payables pursuant to agreed binding advice proceedings;
       and

   -   the Company has entered into a contingent payment instrument in relation to the
       Hemisphere Facility substantially on the terms set out in the Hemisphere Term Sheet. The
       Company’s payment obligations (if any) under such instrument shall arise on the
       maturity date of the Hemisphere Facility or earlier but only in the event that certain
       limited events of default relating to the Company occur prior to such date.


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, 6 September 2018

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