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Disclosure Of Director’s Shareholding Notifications
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
DISCLOSURE OF DIRECTOR’S SHAREHOLDING NOTIFICATIONS
Steinhoff International Holdings N.V. (the “Company”)
As announced by the Company on 25 February 2022, the conditional share awards that were
granted to the Company’s managing directors on 26 November 2021 and the number of which was
adjusted effective as of 15 February 2022, remained subject to approval from the Company’s
general meeting of shareholders and the outcome of a performance assessment at the end of the
performance period.
In the proposed remuneration policy for the Company’s managing directors that was attached to the
notice of Annual General Meeting of the Company held on 25 March 2022 (the “AGM”) as Appendix
7, it was stated that if the proposed share plan was not approved, equity awards would automatically
become awards in the form of phantom shares.
At the AGM the amended share plan was not approved by the requisite simple majority as 49.49%
of the votes were cast in favour and 51.51% of the votes were cast against. As a result, the condition
of obtaining approval from the Company’s general meeting of shareholders is no longer capable of
being fulfilled. In accordance with their terms, the conditional share awards that were granted to the
Company’s managing directors have therefore automatically become conditional equity awards in
the form of phantom shares. Apart from that change the number of awards and other conditions
remain unchanged.
The Company is voluntarily informing the market that, following the voting results of the AGM, each
of its managing directors has made a notification to the AFM (the Netherlands Authority for Financial
Markets) related to the conditional award of shares in Steinhoff International Holdings N.V. as set
out below.
Date of transaction: 25 March 2022
Person obliged to notify: Louis J. du Preez
Issuing institution: Steinhoff International Holdings N.V.
Registration Chamber of Commerce 63570173
Place of residence: Amsterdam, the Netherlands
1
Position before transaction
Type of share Issuing institution Number of Number of
shares votes
Ordinary Steinhoff International Holdings N.V. 5,165 5,165
Conditional Steinhoff International Holdings N.V. 7,316,589 0.00
share award
Changes
Type of share Issuing Number of Value per Number of Discretionary
institution shares stock votes management
mandate
Conditional Steinhoff -7,316,589 0.00 0.00 No
share award International
Holdings N.V.
Position after transaction
Type of share Issuing institution Number of Number of
shares votes
Ordinary Steinhoff International Holdings N.V. 5,165 5,165
Conditional Steinhoff International Holdings N.V. 0.00* 0.00
share award
The above notification has been disclosed in the relevant register on the AFM website:
https://www.afm.nl/en/professionals/registers/meldingenregisters/bestuurders-
commissarissen/details?id=122282
* In conclusion, Mr. Du Preez is now entitled to 7,316,589 conditional equity awards in the form of
phantom shares, which are not notifiable to the AFM.
Date of transaction: 25 March 2022
Person obliged to notify: Theodore L. de Klerk
Issuing institution: Steinhoff International Holdings N.V.
Registration Chamber of Commerce 63570173
Place of residence: Amsterdam, the Netherlands
Position before transaction
2
Type of share Issuing institution Number of Number of
shares votes
Ordinary Steinhoff International Holdings N.V. 194,270 194,270
Conditional Steinhoff International Holdings N.V. 6,345,011 0.00
share award
Changes
Type of share Issuing Number of Value per Number of Discretionary
institution shares stock votes management
mandate
Conditional Steinhoff -6,345,011 0.00 0.00 No
share award International
Holdings N.V.
Position after transaction
Type of share Issuing institution Number of Number of
shares votes
Ordinary Steinhoff International Holdings N.V. 194,270 194,270
Conditional Steinhoff International Holdings N.V. 0.00** 0.00
share award
The above notification has been disclosed in the relevant register on the AFM website:
https://www.afm.nl/en/professionals/registers/meldingenregisters/bestuurders-
commissarissen/details?id=122283
** In conclusion, Mr. De Klerk is now entitled to 6,345,011 conditional equity awards in the form of
phantom shares, which are not notifiable to the AFM.
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the
JSE Limited.
Stellenbosch, 20 April 2022
JSE Sponsor: PSG Capital
3
Date: 20-04-2022 10:25:00
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