RESULTS OF THE GENERAL MEETING

Shareholders are hereby advised that at the hybrid annual general meeting of Steinhoff International Holdings N.V. ("Steinhoff" or the "Company") held at 13:00 CET on 25 March 2022 at Muziekgebouw aan 't IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands, as well as via webcast accessible on the Company's website (www.steinhoffinternational.com) (the "AGM"), the following resolutions proposed in the notice of meeting made available to shareholders on the Company's website on 11 February 2022 were passed by the requisite majority of votes cast by the Steinhoff shareholders present or represented at the AGM:

(i) the resolution to adopt the annual accounts for the financial year ended 30 September 2021 (agenda item 4.4);

(ii) the resolution to re-appoint Mr. Louis du Preez as a Managing Director (agenda item 6.1);

(iii) the resolution to re-appoint Mr. Theodore de Klerk as a Managing Director (agenda item 6.2);

(iv) the resolution to re-appoint Ms. Moira Moses as a Supervisory Director (agenda item 7.1);

(v) the resolution to re-appoint Mr. Paul Copley as a Supervisory Director (agenda item 7.2);

(vi) the resolution to re-appoint Dr. Hugo Nelson as a Supervisory Director (agenda item 7.3);

(vii) the resolution to re-appoint Ms. Alexandra Watson as a Supervisory Director (agenda item 7.4);

(viii) the resolution to authorise the Management Board in order for the Company to acquire Shares in connection with the Company's long-term incentive plan (agenda item 10.1);

(ix) the resolution to authorise the Management Board in order for the Company to acquire Shares for other purposes (agenda item 10.2); and

(x) the resolution to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30 September 2022 and 30 September 2023, respectively (agenda item 11).

Number of shares present or represented: 830,384,564 (this includes votes abstained, as per the below)
% of issued share capital: 19.63%**

The detailed voting results of the AGM are set out below:

  Number of votes for resolution (%)
* Number of votes against resolution (%)
* Number of shares voted for and against at the AGM Number of shares voted for and against at the AGM as a percentage (%) of shares in issue as at Record Date
** Number of votes abstained
*** Agenda Item 4.4:

Proposal to adopt the annual accounts for the financial year ended 30 September 2021 785,256,457
(95.28%) 38,878,750
(4.72%) 824,135,207 19.49% 5,745,257 Agenda Item 5.1:

Proposal for limited release from liability of the Managing Directors of the Company for their management of the Company 410,149,396
(49.88%) 412,042,928
(50.12%) 822,192,324 19.44% 7,688,140 Agenda Item 5.2:

Proposal for limited release from liability of the Supervisory Directors for their supervision of the Company 408,698,346
(49.71%) 413,490,578
(50.29%) 822,188,924 19.44% 7,691,540 Agenda Item 6.1:

Proposal to re-appoint Mr. Louis du Preez as a Managing Director 786,018,516
(95.29%) 38,874,463
(4.71%) 824,892,979 19.50% 4,987,484 Agenda Item 6.2:

Proposal to re-appoint Mr. Theodore de Klerk as a Managing Director 819,200,682
(99.31%) 5,717,718
(0.69%) 824,918,400 19.50% 4,962,063 Agenda Item 7.1:

Proposal to re-appoint Ms. Moira Moses as a Supervisory Director 776,041,732
(98.68%) 10,370,529
(1.32%) 786,412,261 18.59% 5,102,825 Agenda Item 7.2:

Proposal to re-appoint Mr. Paul Copley as a Supervisory Director 786,011,753
(99.93%) 514,849
(0.07%) 786,526,602 18.60% 4,988,484 Agenda Item 7.3:

Proposal to re-appoint Dr. Hugo Nelson as a Supervisory Director 711,751,879
(90.49%) 74,774,723
(9.51%) 786,526,602 18.60% 4,988,484 Agenda Item 7.4:

Proposal to re-appoint Ms. Alexandra Watson as a Supervisory Director 786,008,078
(99.93%) 512,524
(0.07%) 786,520,602 18.60% 4,994,484 Agenda Item 8.1:

Proposal to cast an advisory vote in respect of the remuneration report for the financial year ended 30 September 2021 286,926,452
(34.87%) 535,870,880
(65.13%) 822,797,332 19.45% 7,083,131 Agenda Item 8.2:

Proposal to amend the remuneration policy applicable to Managing Directors 366,941,810
(44.61%) 455,606,094
(55.39%) 822,547,904 19.45% 7,332,559 Agenda Item 9:

Proposal to approve an amended share plan for Managing Directors 398,499,001
(48.49%) 423,372,247
(51.51%) 821,871,248 19.43% 8,009,215 Agenda Item 10.1:

Proposal to authorise the Management Board in order for the Company to acquire Shares in connection with the Company's long-term incentive plan 413,623,553
(50.27%) 409,193,318
(49.73%) 822,816,871 19.45% 7,063,592 Agenda Item 10.2:

Proposal to authorise the Management Board in order for the Company to acquire Shares for other purposes 751,112,087
(91.28%) 71,740,644
(8.72%) 822,852,731 19.46% 7,027,732 Agenda Item 10.3:

Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares and to limit or exclude shareholders' pre-emption rights in connection with the Company's long-term incentive plan 323,361,926
(39,31%) 499,172,819
(60.69%) 822,534,745 19.45% 7,345,718 Agenda Item 10.4:

Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares and to limit or exclude shareholders' pre-emption rights for shareholders for other purposes 238,427,919
(28.99%) 583,977,448
(71.01%) 822,405,367 19.44% 7,475,096 Agenda Item 10.5:

Proposal to authorise the Management Board to issue (or grant rights to subscribe for) Shares with pre-emption rights for shareholders for other purposes 411,052,042
(49.98%) 411,363,724
(50.02%) 822,415,766 19.45% 7,464,697 Agenda Item 11:

Proposal to appoint Mazars Accountants N.V. as statutory audit firm for the financial years ending on 30 September 2022 and 30 September 2023, respectively 786,035,423
(99.93%) 534,570
(0.07%) 786,569,993 18.60% 43,310,470  

Notes:
* -- In relation to the total number of shares voted at the AGM only the 'for' and 'against' votes are counted and together add up to 100%. A 'vote abstained' is not considered to be a vote in law and will therefore not be counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
** -- Excluding treasury shares held by certain Steinhoff subsidiaries in aggregate of 40,186,472 shares.
*** -- Only active abstentions are counted. Votes that were not cast at the meeting, are not included.

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

Stellenbosch, South Africa
25 March 2022