STEINHOFF INTERNATIONAL HOLDINGS N.V. - Hemisphere Lock-Up Agreement Effective

Hemisphere Lock-Up Agreement Effective

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367
(“Steinhoff Investments” or the “Issuer”)

HEMISPHERE LOCK-UP AGREEMENT EFFECTIVE
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

The Company refers to its announcement of 29 June 2018 noting that discussions regarding a
potential restructuring of the financial indebtedness of Hemisphere International Properties B.V.
(“Hemisphere” and the “Hemisphere Restructuring”, respectively) were ongoing. The
Company also refers to its announcements of 19 and 20 July 2018, noting that the term sheet
for the Hemisphere Restructuring (the “Hemisphere Term Sheet”) had been approved by third
party creditors (the “Hemisphere Lenders”) under Hemisphere’s EUR750mm revolving credit
facility (the “Hemisphere Facility Agreement”) and that the next step would be to negotiate
with the Hemisphere Lenders the terms of a lock-up agreement with respect to the
implementation of the Hemisphere Restructuring (the “Hemisphere LUA”) in accordance with
the Hemisphere Term Sheet.

The Company is pleased to announce that the Hemisphere LUA has been agreed and entered
into by approximately 90% in value of the Hemisphere Lenders, the conditions precedent to
the Hemisphere LUA have been satisfied, and the Hemisphere LUA has today become
effective in accordance with its terms. The Hemisphere LUA is designed, among other matters,
to impose an agreed standstill obligation on the Hemisphere Lenders to facilitate the
implementation of the Hemisphere Restructuring by providing Hemisphere and its stakeholders
with a period of stability whilst the relevant documents are negotiated, and arrangements are
put in place to implement the Hemisphere Restructuring. The overall objective of the
Hemisphere Restructuring is to provide Hemisphere with a long-term stable platform.

Further to the Company’s announcement of 19 July 2018, the Company and the Hemisphere
Lenders have agreed to amend the Hemisphere Term Sheet such that the 3% rollover and
extension fee of €22.5 million is split into (a) a 2% fee of €15 million (the “Early Bird Fee”) split
between those Hemisphere Lenders who have acceded to the Hemisphere LUA by 5 p.m.
London time on 30 July 2018 and who execute the refinanced Hemisphere facility agreement
(the “New Facility Agreement”) on its closing date; and (b) a 1% fee of €7.5 million (the
“Execution Fee”) split between those Hemisphere Lenders who have acceded to the
Hemisphere LUA by 10 a.m. London time on 3 August 2018 and who execute the New Facility
Agreement on its closing date. Both fees will accrue and be treated and capitalised as part
of the outstanding principal amount under the New Facility Agreement.

The parties to the Hemisphere LUA will now seek to implement the Hemisphere Restructuring
by 3 August 2018. Once implemented, the Hemisphere Facility Agreement will be refinanced
on the terms set out in the Hemisphere Term Sheet which among other things provides that the
New Facility Agreement will have a maturity date of three years from the date of
implementation and completion of the Hemisphere Restructuring and the restructuring of the
financial indebtedness of the Company, Steinhoff Europe AG, Steinhoff Finance Holding
GmbH and Stripes US Holding Incorporated, subject to a maturity long-stop date of 31
December 2021.

Any Hemisphere Lenders who are not already party to the Hemisphere LUA may still accede
and become a party to the Hemisphere LUA in respect of all (but not less than all) financial
indebtedness of Hemisphere which they own by executing an accession letter to the
Hemisphere LUA. Hemisphere Lenders who have not acceded to the Hemisphere LUA by 5
p.m. London time on 30 July 2018 will not be entitled to receive any of the Early Bird Fee, and
Hemisphere Lenders who have not acceded to the Hemisphere LUA by 10 a.m. London time
on 3 August 2018 will not be entitled to receive any of either the Early Bird Fee or the Execution
Fee.

Any queries regarding the accession process in relation to the Hemisphere LUA should be
directed to counsel to the Hemisphere Lenders, Milbank, Tweed, Hadley & McCloy LLP at
HemisphereMTHM@milbank.com.

Copies of the Hemisphere LUA are available at www.lucid-is.com/steinhoff. Stakeholders
should seek their own legal and financial advice should they have any queries in relation to
the contents.

RESTRUCTURING STATUS OVERVIEW

The entry into of the Hemisphere LUA is an additional step to provide stabilisation for the central
Group functions within Europe following on from the Hemisphere Term Sheet being agreed
with the Hemisphere Lenders and the lock up agreement with the financial creditors of
Steinhoff Europe AG, Steinhoff Finance Holding GmbH and Stripes US Holding Inc. in respect of
arrangements for those entities becoming effective on 20 July 2018. These lock up
arrangements together will allow for a period of stability to implement the three-year
extensions to the existing credit facilities provided to, and bonds issued by, the central Group
entities in Europe and, in the main, guaranteed by the Company.

The Hemisphere Restructuring is a restructuring of a single facility and therefore as mentioned
above, the parties to the Hemisphere LUA will now seek to implement the Hemisphere
Restructuring by 3 August 2018.

The restructuring of the Steinhoff Europe AG, Steinhoff Finance Holding GmbH and Stripes US
Holding Inc. credit instruments is more complex and involves numerous creditors and therefore
is expected to take longer to implement, as contemplated in the relevant lock up agreement
and steps plan. As previously announced, the parties to that lock-up agreement will now seek
to implement such restructuring within three months (subject to any agreed extension).
These lock-up arrangements are separate from the credit facilities at the operating companies
which continue on their existing terms.

Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.

JSE Sponsor: PSG Capital
Stellenbosch, 26 July 2018

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