DGAP-Adhoc: Steinhoff International Holdings N.V. : RESIGNATION OF HEATHER SONN

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

RESIGNATION OF HEATHER SONN

Ms. Heather Sonn, Chairperson of the Supervisory board of Steinhoff International Holdings N.V. (the "Company"), has tendered her resignation from all functions at the Steinhoff Group, and specifically as the Chairperson of both the Company and Steinhoff Investment Holdings Ltd., as of 18 May 2020.

In explaining her resignation, Heather has said:

"A company in which I am a shareholder, Gamiro Ventures (Pty) Limited ("Gamiro"), unwittingly completed a transaction with a company, Geros Financial Services (Pty) Limited ("Geros"), that now appears may have been associated with and (indirectly) funded by the Company. In December 2017 I requested that this transaction be placed on the list for investigation by PwC when a name in the shareholding structure of the shareholder of Geros was recognised as a name that also appeared in the Viceroy Report. Unfortunately, it has taken over 2 years to get to a conclusion as to the nature of the relationship between the Company and Geros, but there were multiple priorities for the Company at the time.

Based on what is now known to me it would have required certain disclosures which I would have made had I been aware thereof.

At the 2018 AGM I indicated that the Company and the Supervisory Board would hold itself to the highest standards of governance, given the heightened sensitivity specifically relating to compliance and the desire to avoid any unnecessary challenges to the Company. It is therefore incumbent upon me to apply this standard to myself."

Ms. Sonn is a major shareholder in an investment company called Gamiro, which is a controlling shareholder in a company called Blake and Associates Holdings (Pty) Ltd ("Blake"). Blake includes amongst its clients the JD Group, which is owned by Pepkor Holdings, a subsidiary of Steinhoff Investment Holdings Ltd. Blake is one of a panel of external debt collectors contracted at arm's length by the JD Group and is subject to the same terms and conditions as other service providers. The service relationship between the JD Group and Blake predates both the inclusion of the JD Group as part of the Steinhoff Group and the date on which Gamiro acquired Blake.

In 2017 Gamiro procured an option to acquire an interest in Blake from (a subsidiary of) Geros. Ms. Sonn served on the board of Blake from 15 May 2017 until 17 January 2018.

In September 2018 Blake bought back its shares from Geros, and Gamiro subsequently acquired a direct interest in Blake.

Recently obtained information suggests that Geros may have been associated with and (indirectly) funded by the Company, which would then make the Geros transaction a related party transaction. Ms. Sonn has informed the Company that she was not aware of this at the time.

Peter Wakkie, vice chairman of the Supervisory Board, commented that:

"It is important to note that Ms Sonn has in no way been found to have participated in the accounting irregularities at Steinhoff. Heather's strong and calm leadership has been invaluable during the turbulent times that the Group has faced since December 2017. On behalf of the Supervisory Board and the Company, we thank her for her enormous commitment and dedication to the Group and wish her all the best for the future. The Supervisory Board will appoint a new chairperson shortly."

Stellenbosch, 18 May 2020