STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff International Holdings N.V. SIHPL Settles Certain Non-Qualifying Claimants Claims

Steinhoff International Holdings N.V. – SIHPL Settles Certain Non-Qualifying Claimants’ Claims

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 INTERNATIONAL HOLDINGS N.V. – SIHPL SETTLES CERTAIN NON-QUALIFYING CLAIMANTS’ CLAIMS

Steinhoff International Holdings N.V. (“SIHNV” or the “Company”, together with its subsidiaries,
“Steinhoff” or the “Steinhoff Group”) and the former South African holding company of the
Steinhoff Group, Steinhoff International Holdings Proprietary Limited (“SIHPL”), provide the
following update on Steinhoff’s settlement of ongoing and pending litigation proceedings.

Conditional settlement with Trevo

Steinhoff refers to SIHPL’s section 155 proposal, originally published on 19 January 2021, (as
amended on 16 February, 23 March, and 11 August 2021, the “S155 Proposal”) pursuant to
which SIHPL seeks to settle the various legal disputes and claims arising from Steinhoff’s legacy
accounting issues announced in December 2017 in parallel with, and conditional on, SIHNV’s
settlement proposal approved pursuant to its Dutch law composition plan. The S155 proposal
obtained overwhelming support from the three classes of scheme creditors in meetings held
on 6 and 10 September 2021.

Steinhoff’s announcement on 11 August 2021 confirmed the treatment of Trevo Capital Limited
(“Trevo”) as a Non-Qualifying Claimant (being a class of claimants to whom an offer of
compromise is not made under the terms of the S155 Proposal). Trevo and others have
opposed the sanction application for the S155 Proposal notwithstanding that they are not a
scheme creditor. The hearing of the sanction application will take place on 24 – 28th January
2022.

On 15 December 2021, Trevo confirmed its conditional support for the S155 Proposal subject to
the satisfaction of suspensive conditions on or before 11 January 2021 unless waived or
extended by the parties. Until those suspensive conditions are achieved Trevo will maintain its
opposition to the sanction application and its other litigation proceedings against Steinhoff
remain on foot and Steinhoff will continue to resist such opposition.

The key commercial terms of the settlement if the suspensive conditions are satisfied will have
effect from the implementation of the Steinhoff global settlement (“Settlement Effective
Date”), and are as follows:

   (a) Ainsley Holdings Pty Limited (an indirect subsidiary of Steinhoff, “Ainsley”) will grant to
       Trevo call options to purchase 120 million Pepkor Holdings Limited (“PPH”) shares
       exercisable in three years’ time at an exercise price of ZAR 24.9215 per share, subject
       to adjustments applicable in certain limited circumstances; and

   (b) following satisfaction of the suspensive conditions but prior to the Settlement Effective
       Date, Trevo will support the Steinhoff global settlement. On and from Settlement
       Effective Date, Trevo will withdraw all litigation between them and Steinhoff in full and
       final settlement of claims against the Steinhoff Group, directors and officers and
       auditors.

The settlement of Trevo’s alleged claims will not impact the recoveries of other scheme
creditors under the S155 proposal other than the financial creditors. Financial creditor
approval of the proposed terms is a suspensive condition to the Trevo settlement and will be
sought as soon as possible.

In light of the prospect of a settlement between Steinhoff and Trevo and in parallel to the work
on the effectiveness of that settlement, the opportunity arises for Mr Pieter Erasmus to re-
engage with the Board of Pepkor Holding Limited regarding a future role on the Pepkor Board.
Further announcements will be made in respect of such appointments in due course by
Pepkor.

Mr Louis du Preez, Chief Executive Officer and Management Board Member, said:

“Settlement with Trevo would be another step towards conclusion of implementation of the
Steinhoff global settlement. We continue to work towards satisfaction of the Trevo suspensive
conditions and thereafter the approval of the SIHPL S155 Proposal by the Western Cape Court
in January 2022.”

Further Information

Further updates will be provided as and when appropriate.

Claimants are able to review additional information in relation to the Steinhoff Group global
settlement on the following website: www.SteinhoffSettlement.com.

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

Stellenbosch, South Africa
15 December 2021
JSE Sponsor: PSG Capital

Date: 15-12-2021 05:00:00
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