Tradegate Exchange

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Steinhoff International Holdings N. Information on resolutions to be considered at the Annual General Meeting Since publication of the notice of the annual general meeting AGM of the Company, scheduled for 20 Aprilthe Company has had responses from stakeholders regarding the proposed resolutions.

Following these interactions, this letter sets out to provide shareholders with additional information regarding the tradegate handelszeiten fonds for Resolution 5 appointment and reappointment of Supervisory Board directors and Resolution 7 reappointment of Deloitte as statutory auditors. The Supervisory Board has taken note of the concerns raised by stakeholders in connection with the previously proposed remuneration of the Supervisory Board and as a result this letter also explains deletions we intend tradegate handelszeiten fonds make to Resolution 6 remuneration of Supervisory Board directors.

The resolution provides for shareholder approval of the appointment of five new members of the Supervisory Board and the reappointment of four tradegate handelszeiten fonds members.

Details of the qualifications and experience of all nine members are contained in an annexure to the AGM notice. These directors provide continuity to the processes undertaken as well as to the efforts of the new Supervisory Board nominees. We believe a better understanding of the role that the Supervisory Board, and particularly its Independent Committee, has played since the crisis broke in early December in helping to stabilise the company, deal with creditors to ensure continued operations, to help uncover wrongdoing and to identify and bring to account those responsible, will be helpful to shareholders.

Dr Van Zyl, Ms Sonn and Dr Booysen were members of the Independent Committee appointed in December to bolster independent governance of the group and to provide a centre of leadership following the resignation of the CEO.

The work of the Independent Committee has included setting the PwC forensic audit off on the correct footing and to similarly ensure the appropriate commencement of the financial year audit process, ensuring the credibility of the processes. The Independent Committee has also functioned as a link for quick and on-going decision-making between the Supervisory Board and Management Board, as it simultaneously focused on establishing a sound governance structure.

They have interacted with regulators, Parliament, shareholders and other stakeholders and with bankers and tradegate handelszeiten fonds to ensure liquidity tradegate handelszeiten fonds the tradegate handelszeiten fonds and the continued trading of its underlying companies.

It is crucial for the company and its shareholders that there is continuity in these roles until such time as the stability of the group is reasonably assured. This resolution contains three elements: In light of the company's interactions with certain stakeholders it is apparent the motivation behind the proposals for additional one-off payments and for additional meetings has not been fully communicated, leading to stakeholder concerns which the company believes must be appropriately addressed.

The Supervisory Board members who were to receive these additional payments have requested that such tradegate handelszeiten fonds are not pursued at the coming AGM. They believe that these matters should be left to a newly constituted Supervisory Board which will be appointed at the AGM, and specifically its Remuneration Committee, to resolve at an appropriate time in the future. While matters relating to the one-off payments and additional meetings are no longer being proposed at the AGM, by way tradegate handelszeiten fonds background it should be noted that the directors concerned contributed significant time, in some cases on a daily basis for weeks on end up until the present day.

By way of illustration, since early Decemberthere have been a total of 69 meetings involving Supervisory Board members; 14 full Supervisory Board meetings normally four per year20 meetings of the Independent Committee of the Supervisory Board additional duties - this is a new committee22 Audit Committee meetings normally four per year6 Remuneration Committee meetings normally 2 per year and 2 Nomination Committee meetings normally one per year. These meetings often required a significant amount of preparation time and follow-up work.

Steve Booysen oversaw the Audit Committee and its functions in initiating the forensic investigation and the audit processes as well as stepping into the company for weeks at a time when it was needed.

Len Konar and Theunie Lategan tradegate handelszeiten fonds significant time and effort as members of various committees. As members of the Independent committee Johan van Zyl and Heather Sonn engaged with shareholders on concerns and drove the process to reconstitute the Supervisory Board. The result is a new Supervisory Board of quality candidates with complementary skills which is up for approval at the AGM.

Certain Supervisory Board tradegate handelszeiten fonds have also committed a material amount of time outside of the formal meeting environment in order to support Steinhoff and the Management Board. Tradegate handelszeiten fonds Sonn, Dr Johan van Zyl and Dr Steve Booysen have met with regulators, shareholders and financial creditors, have conducted presentations to Steinhoff's stakeholders and tradegate handelszeiten fonds some cases have effectively been working on a full-time basis to respond to ongoing developments.

This is far above what is normally expected of non-executive directors but is essential in steering the tradegate handelszeiten fonds out of the current crisis. The focus however has to be on maintaining a stable environment in which to take on the next challenge; that of a controlled restructuring process in the interest of all stakeholders. The Supervisory Board has therefore recommended that those parts of Resolution 6 relating to the proposed additional one-off payments tradegate handelszeiten fonds additional work rendered and the proposed payments for additional meetings after the AGM be deleted.

A notice reflecting such deletions is being published on the company's website. Resolution 6 will thus consist of only one element - standard payments for the Supervisory Board members appointed and re-appointed at tradegate handelszeiten fonds AGM.

This element, the company believes, has the support of shareholders, and assists the company tradegate handelszeiten fonds attract and retain directors with the skills and expertise needed to direct the company at this time. The company consulted external consultants PwC and has followed their advice in determining tradegate handelszeiten fonds level of fees for Supervisory Board members.

The proposed remuneration was determined with reference to competitors and peer companies as well tradegate handelszeiten fonds considering the need to retain and attract Supervisory Board directors in light of the company's situation. The levels of fees were set by reference to the responsibilities assumed by the Supervisory Board directors, including in chairing or being a member of the Supervisory Board's committees.

The proposed fees for include no increase on the fee level of The Supervisory and Management Boards believe it is tradegate handelszeiten fonds the best interests of the company and its shareholders that Deloitte Accountants B.

Steinhoff is not opposed to the rotation of auditors, but believes the continuation of Deloitte as auditor until the end of the current financial year tradegate handelszeiten fonds September is essential.

One of the company's main priorities is the expeditious finalisation of audited consolidated financial statements for the financial year, tradegate handelszeiten fonds the revised statements for the and financial years. Deloitte is already involved in these matters, and the appointment of a new auditor midway through a financial year will lead to unacceptable delays in the completion of these statements. This in turn would affect the tradegate handelszeiten fonds dealings with all stakeholders, who require the certainty of audited financial statements.

The supervisory board believes that Deloitte is best placed to apply the lessons of the audit and forensic processes in completing the audit. Audited financial statements are also essential for the group, as it considers its options for restructuring and the potential retention or disposal of assets to secure its financial position. Decision-making will be facilitated by early completion tradegate handelszeiten fonds the audited statements.

With a September financial tradegate handelszeiten fonds, the audit process will start in approximately two months to ensure a timeous completion of the audit. Subsequent to the audit, the appointment of an audit firm for the financial year will be subject to a global tender process. Given these considerations, Steinhoff believes it is in the best interests of the company and its shareholders that Deloitte Accountants BV be appointed as statutory auditor for the financial year ending on 30 September There will be an opportunity tradegate handelszeiten fonds forward to review the performance and make-up of the Supervisory Board, its remuneration and the appointment of Auditors.

At this critical juncture, a measure of continuity, stability of tradegate handelszeiten fonds and interaction between the Management Board and the Supervisory Board with the inclusion of new skills and experience is what is being recommended. The issuer is solely responsible for the content of this announcement. Resolution 5 - Composition of the Supervisory Board The resolution provides for shareholder approval of the appointment of five new members of the Supervisory Tradegate handelszeiten fonds and the reappointment of tradegate handelszeiten fonds existing members.

Resolution 6 - Remuneration of members of the Supervisory Board This resolution contains three elements: Resolution 7 - the reappointment of Deloitte Accountants B. Conclusion There will be an opportunity going forward to review the performance and make-up of the Supervisory Board, its remuneration and the appointment of Auditors.

Stellenbosch, 5 April

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