DGAP-Adhoc

Steinhoff International Holdings N.V. : - Seite 2

Updates in relation to the S155 Proposal

Steinhoff announces the following updates in relation to the S155 Proposal that are being disclosed prior to the SIHPL MPC and SIHPL financial creditors meetings:

PPH Shares in the Second Portion of SIHPL S155 Settlement Consideration

Under the terms of the S155 Proposal, Steinhoff will provide settlement consideration in two portions on the bases of -

(i) a first portion equal to 50 per cent of the total consideration payable in cash; and

(ii) a second portion equal to 50 per cent of the total consideration payable in PPH shares (at ZAR 15 per share) or a greater amount in cash.

Steinhoff has been considering its options in respect of the second portion of settlement consideration in view of the recent PPH share price and the possibility that such second portion will be settled in cash.

In respect of that second portion of the settlement consideration (the "Second Settlement Portion"):

(1) On or before 5pm (Johannesburg) on 8 September 2021, any SIHPL S155 contractual claimant or any SIHPL MPC, may notify SIHPL in writing (via email to [e-mail]) that it wishes to elect to receive the Second Settlement Portion by delivery of PPH Shares at the Settlement Spot Price and in discharge in full of the Second Settlement Portion, in which case the Second Settlement Portion shall (subject to the occurrence of the Settlement Effective Date, and in accordance with the S155 Proposal) be satisfied accordingly. If no election is made by an eligible claimant then its second portion is expected to be settled in cash.

(2) For these purposes, the "Settlement Spot Price" will be ZAR19.82 per PPH share.

(3) Any PPH Shares so received by a claimant pursuant to the election (the "Election PPH Shares") shall be subject to a lock-up of 180 days from the date on which the Election PPH Shares are transferred to the claimant.

(4) Any such election by a SIHPL contractual claimant or a SIHPL market purchase claimant may only be made in respect of the full amount of its Second Settlement Portion and not in part. Any fractional share entitlement shall be rounded down. Any regulatory matters arising as a consequence of the transfer by Steinhoff to the transferee or the direct holding by the claimant shall be at the claimant's risk and any tax matters arising from the transfer of the Election PPH Shares by Steinhoff will be for the account of the claimant transferee. The form of exchange and discharge documentation to be completed by the claimant will be made available upon it making such election will be available from SIHPL following notification of its election. Rights to vote, receive dividends, and any other rights relating to Election PPH Shares will only arise on transfer of legal title of such shares to the relevant electing claimant.