NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Shareholders are hereby convened to the general meeting of shareholders (the "AGM") of Steinhoff International Holdings N.V. (the "Company" or "Steinhoff"), to be held at 13:00 CET on Friday, 30 August 2019 at The Steigenberger Airport Hotel, Stationsplein Zuid-West 951, 1117 CE Schiphol, Municipality of Haarlemmermeer, The Netherlands. Registration will take place at the registration desk at the venue from 11:30 CET and the meeting will commence at 13:00 CET.

A facility is also being made available for shareholders to view a live stream of the AGM in South Africa at the Cape Town International Convention Centre, Convention Square, 1 Lower Long Street, Cape Town, 8001, South Africa. Registration will take place at the registration desk from 11:30 SAST and the meeting will commence at 13:00 SAST.

Notice

Shareholders who wish to participate in the AGM are referred to the attendance instructions contained in the notice (the "Notice") that is available on the Company's website. Under Dutch law and the Company's articles of association, persons entitled to attend, speak and, if applicable, vote at the formal AGM are shareholders registered as such on Friday, 2 August 2019 (the "Record Date").

The date on which South African shareholders must be recorded as such in the share register as shareholders be eligible to attend and vote at the AGM is the Record Date, with the last day of trade being Tuesday, 30 July 2019.

Details on the manner in which shareholders can register themselves for the AGM are contained in the Notice. All attendance and voting instructions must reach the relevant intermediary or transfer secretaries as detailed in the Notice by no later than 11:00 CET on Friday, 23 August 2019.

Please note that whilst shareholders attending the South African venue will be able to directly observe the proceedings, speak and raise questions at the AGM, such attendance will not constitute participation in the AGM from a Dutch law perspective and such shareholders will not be able to vote at the South African venue. If shareholders attending the South African venue intend to exercise their voting rights in the AGM, they should therefore ensure their votes are submitted by voting proxy in advance (see the general information section of the Notice for further details).

Meeting documents

The Notice and explanatory notes thereto are available on the Company's website () as from today. These documents are also available for inspection at the office of the Company in South Africa (Building B2, Vineyard Office Park, Cnr Adam Tas & Devon Valley Road, Stellenbosch 7600, South Africa), where copies may be obtained free of charge.

External auditor selection process
The audit and risk committee is making progress in the process of selecting, and then recommending an external auditor to the supervisory board for nomination. The selection of the external auditor is a discussion item on the AGM agenda. The company will inform the market of any further progress in this regard when appropriate.

 

Supervisory Board changes

Steve Booysen informed the chairperson of the supervisory board that he will step down as a supervisory director at the end of the AGM on 30 August 2019. With the completion of the forensic investigation, the publication of the 2017 and 2018 Annual Reports, and the expected completion of the financial restructure in early August 2019, Steve Booysen has achieved the objectives he set for himself shortly after the events of 2017. We thank him for chairing the audit and risk committee and his role on the supervisory board during this critical time.

Angela Krüger-Steinhoff has also decided to step down as a supervisory director with effect from the end of the AGM on 30 August 2019 in order to focus on the family business. Angela is leaving the supervisory board at a time that the Group has made significant progress with the financial restructuring and the process is nearing full implementation. We thank her for her contribution, especially during the past eighteen months.

The supervisory board aims to finalise the composition of its committees shortly after the AGM.

JSE Sponsor: PSG Capital

19 July 2019